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　　On behalf of the Company's shareholders, the Board of Directors is responsible for overseeing the management of the business and affairs of the Company. The Board acts as the ultimate decision-making body of the Company, except on those matters reserved to or shared with the shareholders of the Company under the laws of Delaware.

　　In choosing directors, the Company seeks individuals who have very substantial personal and family ownership stakes in the Company's stock. Such individuals must also have very high integrity, business savvy, shareholder orientation and a genuine interest in the Company. The Company is required to elect a majority of directors who are independent. All references to "independent directors" in these guidelines are to directors who are independent according to the criteria for independence established by Section 303A of the New York Stock Exchange Listed Company Manual. (1) _______________ The Governance, Compensation and Nominating Committee is responsible for nominating directors for election or reelection.

　　The basic responsibility of the directors is to exercise their business judgment act in what they reasonably believe to be in the best interests of the Company and its shareholders, and to conduct themselves in accordance with their duties of care and loyalty. (2) _______________ Directors are also expected to review in advance all materials for the meetings of the Board and the committee(s) on which they serve.

　　Each director has full and free access to the officers and employees of the Company and its subsidiaries. The Board and each of its Committees has the authority to hire independent legal, financial or other advisors as it may deem to be necessary without consulting or obtaining the advance approval of any officer of the Company.

　　The Chairman of the Board is responsible for establishing the agenda for each Board meeting. (3) _______________. At least once a year, the Board reviews the Company's long-term plans and the principal issues that the Company will face in the future.

　　(4) _______________ The independent directors also meet in a separate executive session consisting solely of independent at least once a year. The presiding director at each executive session is chosen from directors present at that meeting.

　　Only directors who are neither an employee of the Company or a subsidiary nor a spouse of an employee receive compensation for serving on the Board. Director fees are nominal and are limited to immediate compensation. Changes in the form and amount of director compensation are determined by the full Board, taking into consideration the Company's policy that the fees should be of no consequence to any director serving the Company. (5) _______________ The Company does not purchase directors and officers' liability insurance for its directors or officers.

　　A. Each director is free to suggest items for inclusion on the agenda and to rise at any Board meeting subjects that are not on the agenda for that meeting.

　　B. The Board critically reviews any amounts that a director might receive directly or indirectly from the Company, as well as any charitable contributions the Company may make to organizations with which a director is affiliated, in determining whether a director is independent.

　　C. The non-management directors meet in regularly scheduled executive session (i.e., without directors who are members of management).

　　D. All new directors receive an orientation from the Chief Executive Officer and are expected to maintain the necessary level of expertise to perform his or her responsibilities as a director.

　　E. The Board does not have limits on the number of terms a director may serve. The Board does not have any retirement or tenure policies that would limit the ability of a director to be nominated for reelection.

　　F. The Board may, from time to time, establish and maintain additional or different committees, as it deems necessary or appropriate.

　　G. Directors are expected to attend Board meetings and meetings of the committees on which they serve, and to spend the time needed to carry out their responsibilities as directors, including meeting as frequently as necessary to properly discharge those responsibilities.

　　參考答案：

　　(1-5) EGACB