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This excerpt taken from the C DEF 14A filed Mar 20, 2009. Immaterial
Relationships and Transactions
The Board may determine that a Director is independent
notwithstanding the existence of an immaterial relationship or
transaction between the Company and (i) the Director,
(ii) an Immediate Family Member of the Director or
(iii) the Director’s or Immediate Family Member’s
business or charitable affiliations, provided the Company’s
Proxy Statement includes a specific description of such
relationship as well as the basis for the Board’s
determination that such relationship does not preclude a
determination that the Director is independent. Relationships or
transactions between the Company and (i) the Director,
(ii) an Immediate Family Member of the Director or
(iii) the Director’s or Immediate Family Member’s
business or charitable affiliations that comply with the
Corporate Governance Guidelines, including but not limited to
the Director Independence Standards that are part of the
Corporate Governance Guidelines and the sections titled
Financial Services, Personal Loans and Investments/Transactions,
are deemed to be categorically immaterial and do not require
disclosure in the Proxy Statement (unless such relationship or
transaction is required to be disclosed pursuant to
Item 404 of SEC
Regulation S-K).
Table of Contents
This excerpt taken from the C DEF 14A filed Mar 13, 2008. Immaterial Relationships and Transactions
The Board may determine that a Director is independent notwithstanding the existence of an immaterial relationship or transaction between the Company and (i) the Director, (ii) an Immediate Family Member of the Director or (iii) the Director’s or Immediate Family Member’s business or charitable affiliations, provided the Company’s Proxy Statement includes a specific description of such relationship as well as the basis for the Board’s determination that such relationship does not preclude a determination that the Director is independent. Relationships or transactions between the Company and (i) the Director, (ii) an Immediate Family Member of the Director or (iii) the Director’s or Immediate Family Member’s business or
Exhibit A-2
Table of Contentscharitable affiliations that comply with the Corporate Governance Guidelines, including but not limited to the Director Independence Standards that are part of the Corporate Governance Guidelines and the sections titled Financial Services, Personal Loans and Investments/Transactions, are deemed to be categorically immaterial and do not require disclosure in the Proxy Statement (unless such relationship or transaction is required to be disclosed pursuant to Item 404 of SEC Regulation S-K).
This excerpt taken from the C DEF 14A filed Mar 13, 2007. Immaterial Relationships and Transactions
The Board may determine that a Director is independent notwithstanding the existence of an immaterial relationship or transaction between the Company and (i) the Director, (ii) an Immediate Family Member of the Director or (iii) the Director’s or Immediate Family Member’s business or charitable affiliations, provided the Company’s Proxy Statement includes a specific description of such relationship as well as the basis for the Board’s determination that such relationship does not preclude a determination that the
Exhibit A-2
Table of ContentsDirector is independent. Relationships or transactions between the Company and (i) the Director, (ii) an Immediate Family Member of the Director or (iii) the Director’s or Immediate Family Member’s business or charitable affiliations that comply with the Corporate Governance Guidelines, including but not limited to the Director Independence Standards that are part of the Corporate Governance Guidelines and the sections titled Financial Services, Personal Loans and Investments/Transactions, are deemed to be categorically immaterial and do not require disclosure in the Proxy Statement (unless such relationship or transaction is required to be disclosed pursuant to Item 404 of SEC Regulation S-K).
This excerpt taken from the C DEF 14A filed Mar 14, 2006. Immaterial Relationships and Transactions
The Board may determine that a Director is independent notwithstanding the existence of an immaterial relationship or transaction between the Director and the Company, provided the Company’s Proxy Statement includes a specific description of such relationship as well as the basis for the Board’s determination that such relationship does not preclude a determination that the Director is independent. Relationships or transactions between a Director and the Company that comply with the Corporate Governance Guidelines, including but not limited to the sections titled Financial Services, Personal Loans
Exhibit A-2
Table of Contentsand Investments/Transactions, are deemed to be categorically immaterial and do not require disclosure in the Proxy Statement (unless such relationship or transaction is required to be disclosed pursuant to Item 404 of SEC Regulation S-K).
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