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Survey Results: D&O Questionnaires

1. When we update our D&O questionnaire each year, the following groups review it before it's sent to the D&Os: (Total responses: n=70)
(select all that apply, may total more than 100%)
n=26 (37.14%) Outside law firm
n=4 (5.71%) Independent auditor
n=1 (1.43%) Finance department
n=40 (57.14%) General counsel
n=3 (4.29%) Executive compensation department

2. Our _______ has overall responsibility for the "master" D&O Questionnaire to be sent out each year: (Total responses: n=57)
(select only one)
n=37 (64.91%) Legal department
n=0 (0.00%) Finance department
n=12 (21.05%) Corporate secretary
n=8 (14.04%) Outside counsel

3. Before we distribute our D&O Questionnaires, the company "pre-completes" responses in the following sections for review and acknowledgement by each individual respondent:(Total responses: n=78)
(select all that apply, may total more than 100%)
n=7 (8.97%) We ask respondents to provide all information without pre-completing
n=13 (16.67%) Compensation information, except for the perks
n=13 (16.67%) Compensation information, including the perks
n=42 (53.85%) Equity ownership, including beneficial ownership
n=19 (24.36%) Section 16 compliance
n=46 (58.97%) Biographical information
n=14 (17.95%) Related-party transactions
n=13 (16.67%) Independence
n=14 (17.95%) Audit committee financial expertise

4. To assist respondents in identifying related-party transactions, we provide the respondents with a list of the company's vendors, customers or other counterparties : (Total responses: n=55)
(select only one)
n=8 (14.55%) Yes
n=47 (85.45%) No

5. To assist in identifying related-party transactions, we compare known information about respondents' affiliations with a list of the company's vendors, customers or other counterparties: (Total responses: n=57)
(select only one)
n=34 (59.65%) Yes
n=23 (40.35%) No

6. After sending the D&O Questionnaire, the company's follow-up with respondents consists of: (Total responses: n=57)
(select all that apply, may total more than 100%)
n=1 (1.75%) Reviewing responses with all respondents individually
n=49 (85.96%) Reviewing some responses with respondents individually if questions or issues arise
n=38 (66.67%) Answering questions from respondents about particular questions or issues if they arise
n=6 (10.53%) Little or no interaction with the respondents

7. After receiving the D&O Questionnaire responses, the company reviews the responses (or a summary report) with the following: (Total responses: n=47)
(select all that apply, may total more than 100%)
n=11 (23.40%) Full board of directors
n=27 (57.45%) Governance and nominating committee
n=2 (4.26%) Compensation committee
n=7 (14.89%) Disclosure controls committee
n=17 (36.17%) Relevant departments
n=20 (42.55%) Outside counsel

8. Our company retains the D&O questionnaire responses for a period of: (Total responses: n=57)
(select only one)
n=1 (1.75%) Until the proxy statement is filed (we essentially don't retain them)
n=3 (5.26%) For about one year (roughly until the next year's questionnaire is drafted)
n=12 (21.05%) Between 1 and 3 years
n=11 (19.30%) Between 3 and 5 years
n=16 (28.07%) Between 5 and 7 years
n=14 (24.56%) More than 7 years