Page 39 - Board of Directors Orientation

GOVERNANCE

Corporate Governance Guidelines

The Haskell Company

The Board of Directors of The Haskell Company (the “Company”) has adopted the corporate governance guidelines set forth below as ABOUT HASKELL
a framework for the governance of the Company. The Board reviews the Guidelines biennially and makes changes as appropriate.

1. ROLE AND COMPOSITION OF THE BOARD OF DIRECTORS
Role of the Board
The Board of Directors, elected by the Company’s shareholders, oversees the management of the Company and its business.
It has fiduciary responsibility to represent the best interests of the shareholders. The Board reviews and assesses the
Company’s key business strategies, operating plans and budgets, and monitors the Company’s performance. The Board STRATEGIC VISION
is responsible for hiring the Company’s Chief Executive Officer (“CEO”), assessing his or her performance, and making
determinations about the CEO’s compensation. The CEO and Executive Leadership Team are responsible for operating the
Company’s business, and the Board oversees the performance of executive leadership on behalf of the shareholders.
Size, Composition and Membership Criteria
The Board shall be made up of both inside and independent directors. The Board’s independence standards, set forth
in Attachment A to these Guidelines, assist it in assessing and determining the independence of directors.
The Board shall have no fewer than five directors. All directors stand for election on an annual basis.
The Board is responsible for establishing processes, procedures, and criteria for the selection and nomination of FINANCIALS
directors. The Board’s criteria include experience, independence, strong business acumen, integrity, the ability to
commit sufficient time, the absence of material conflicts, and a shared philosophy with the Company’s mission,
vision and values. The Board considers these criteria in the context of the needs of the Board and seeks to achieve
diversity, including race, gender, ethnicity, business experience and skills, and personal backgrounds.
The Board reviews the qualifications of director candidates and recommends candidates to the Board for election by the Company’s
members at the annual meeting of members. The Board also considers director candidates nominated by the Company’s shareholders.
Board Leadership; Chair
The Board designates one of its members to serve as the Chair of the Board. The roles and responsibilities of the Chair GOVERNANCE
of the Board, and a framework for the Chair of the Board, the Board and the CEO are set forth in Attachment B.
Change in Principal Occupation
When a director’s principal occupation changes substantially, the director shall submit a written notice to the Chair. The chair presents the
notice to the Board for its consideration, along with a recommendation regarding the action, if any, to be taken with respect to the notice.
Joining other Boards
Prior to joining another board, a Director must give written notice to the Chair. The Chair will confer with other board
members to determine whether service on such board interferes with the director’s ability to serve on the Haskell board. BOARD OF DIRECTORS

2021 Board of Directors Orientation | Haskell 37