Page 41 - Board of Directors Orientation

GOVERNANCE

Meetings and Agendas

In consultation with management, the chair of each committee determines the frequency, length and agenda of the
committee’s meetings. Materials related to agenda items are provided to committee members sufficiently in advance of
meetings where necessary to allow the members to review and prepare for discussion of the items at the meeting. ABOUT HASKELL

4. DIRECTOR ACCESS TO MANAGEMENT, EMPLOYEES AND ADVISORS
Members of executive leadership and other designated Company employees may attend Board meetings
or portions of meetings, presenting matters to the Board and participating in discussions. Directors also
have full and free access to other members of management and to employees of the Company.
The Board has the authority to retain independent outside counsel, accountants, experts and other advisors as it determines
appropriate to assist it in the performance of its functions and will receive appropriate funding from the Company, as determined
by the Board, for payment of compensation to any such advisors. Each standing committee has similar authority to retain and
compensate independent outside advisors as it determines appropriate to assist it in the performance of its functions. STRATEGIC VISION

5. DIRECTOR COMPENSATION
The Board periodically reviews the compensation of directors. Compensation is determined
based upon norms for companies of similar size and structure.

6. SUCCESSION PLANNING
The Board plans for succession to the position of CEO and the positions of executives who report to the CEO. The CEO
appoints and evaluates officers pursuant to the Bylaws and resolutions of the Board. The Board assesses whether FINANCIALS
the Company’s policies and practices suffice to attract, develop and retain a talented, high-performing, diverse, and
inclusive corps of officers, particularly in positions that report to the CEO or lead to such positions. The CEO discusses
management development and succession planning for executive leadership with the Chair and the full Board.
The succession planning process includes consideration of candidates who could assume the position
of CEO if he or she unexpectedly becomes unable to perform the duties of this position.

7. FORMAL EVALUATION OF THE CEO
The Compensation and Talent Committee, in consultation with the Chair, is responsible for setting annual and GOVERNANCE
long-term performance goals and objectives for the CEO, evaluating the CEO’s performance against those
goals and objectives, and recommending the CEO’s compensation to the Board for approval. The results of the
evaluation of the CEO’s performance against the goals and objectives are shared with the CEO.
8. DIRECTOR ORIENTATION AND CONTINUING EDUCATION

All directors participate in a new director orientation process to familiarize new directors with the
Company’s business, operations, finances, governance practices and fiduciary and other duties.
Directors are encouraged to undertake continuing education related to board
service and are eligible for reimbursement of related expenses. BOARD OF DIRECTORS

9. ANNUAL PERFORMANCE EVALUATIONS
The Board conducts an annual self-evaluation to assess its performance.

2021 Board of Directors Orientation | Haskell 39