Our commitment to good corporate governance stems from our belief that a strong governance framework creates long-term value for our shareholders, strengthens Board and management accountability and builds trust in the Company and its brand. Our governance framework includes the following highlights:

BOARD AND GOVERNANCE INFORMATION
Size of Board 13
Number of Independent Directors 12
Average Age of Directors 62
Board Meetings Held in 2016 9
Annual Election of Directors Yes
Mandatory Retirement Age 72
Women and Minority Board Members 38%
Majority Voting in Director Elections Yes
Separate Chair and CEO Yes
Independent Chair Yes
BOARD AND GOVERNANCE INFORMATION
Average Director Tenure 7 years
Supermajority Voting Threshold for Mergers No
Proxy Access Yes
Shareholder Action by Written Consent No
Shareholder Called Special Meetings Yes
Poison Pill No
Code of Conduct for Directors, Officers and Employees Yes
Stock Ownership Guidelines for Directors and Executive Officers Yes
Anti-Hedging and Pledging Policies Yes
Compensation Recoupment Policy Yes