1. The Right Issues Exceeds Expectations Meets Expectations Needs Improvement N/A 1. The Board focuses on activities that will help the Company maximize shareholder value 2. The Board has approved and monitors the implementation of management’s corporate strategy and is effective in reviewing and monitoring annual operating plans 3. The Board is strategically involved in merger and acquisition discussions, and monitors management’s execution in those areas. 4. The Board focuses properly on competitive, financial, and other challenges the Company faces and is effective in identifying threats or opportunities critical to the future of the Company 5. The Board focuses on management succession 6. The Board fosters a value-driven and performance-oriented culture that aligns officer compensation with long-term performance and innovation 7. Board members stay abreast of trends and issues affecting the Company and Board meetings appropriately address important issues facing the Company The Right Culture 1. The Board encourages and facilitates open lines of communication between Board members and executive management 2. The Board is both sufficiently challenging and supportive of management 3. The Board encourages a culture that promotes candid discussions and rigorous decision making 4. The Company’s non-employee Directors members are independent-minded in dealing with Company issues The Right Structure 1. The Board has the right Committee structure 2. The Board has the right number of Directors members and the Board’s mix of independent and non-independent Directors is appropriate 3. The process for selecting the Directors members leads to a better qualified Board and the annual review of Committee memberships and Chair is satisfactory 4. The Board has the right mix of talents, expertise, and occupational and personal backgrounds The Right Process 1. The Board has the appropriate number of meetings per year 2. The allocation of time for the different agenda items promotes sufficient discussion of the issues 3. The Board has composed a description of specific duties, goals, and objectives, and measures its performance against those responsibilities 4. There is sufficient time/opportunity for (i) outside Directors members to meet independently and (ii) for the Board to meet with the CEO alone The Right Information and Resources 1. The materials provided for and between Board meetings are adequate and timely, enabling members to fully understand and participate in discussions 2. Management provides the Board with the right trends, analyses and data addressing the Company, its competitors, and the industry as a whole. Committee Performance and Structure Committee A Committee B Board Evaluation Director ADirector BDirector CEtc. Attends Board meetings regularly Prepares adequately for Board meetings Participates in Board meetings attended Available for consultation with management between meeting Makes time available as necessary for previously unscheduled time-sensitive calls/meetings Understands Company's business, customers and shareholders Makes quality contributions to Board discussions Is able to understand the company’s financial condition and operating results Contributes new ideas/insights on business issues raised by management Provides thoughtful and constructive feedback to management Provides valuable introductions to, or support with, business partners, government authorities or outside advisors Understands and actively exercises Board governance responsibilities Makes concise contributions without distracting discussions from the important issues Brings a different and valuable perspective/experience to the Board Facilitates open and interactive discussion of issues Participates in effective decision making Takes ownership of an issue on behalf of the Board Management Evaluations Team Member A Team Member B Team Member C Etc. Prepares adequately for Board meetings Strong/appropriate verbal communication Makes quality contributions to Board discussions Receptive to Board feedback Available for consultation with Board between meeting Overall strength of performance in role