Page 42 - Board of Directors Orientation

GOVERNANCE

ATTACHMENT A
Director Independence Standards

The Haskell Company

An independent director is a director whom the Board of Directors has determined has no material relationship with the
Company either directly, or as a partner, stockholder or officer of an organization that has a relationship with the Company.
A relationship is material if, in the judgment of the Board of Directors, the relationship would
interfere with the exercise of the director’s independent judgment.
A director is presumed not to be independent if the director, or a member of the director’s immediate family, has received more than
$100,000 during any 12-month period within the last three years in direct compensation from the Company, other than Board fees.
A director is presumed not to be independent if the director is a current executive officer or an employee of another organization
that has made payments to, or received payments from the Company for property or services in an amount which, in any of the
last three fiscal years, exceeds the greater of $1 million or 5% of the organization’s consolidated gross annual revenues.
A director who is, or has been within the last three years, an employee of the Company is presumed not independent.
A director is presumed not independent if the director or a member of the director’s immediate
family is a current partner or employee of the Company’s outside auditor.
The presumptions stated above may be overridden if the board determines that the facts and
circumstances viewed in totality do not create a material lack of independence.

40 Haskell | 2021 Board of Directors Orientation