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Independent Registered Public Accountant Services and Related Fee Arrangements
Report of the Audit Committee
The Audit Committee of
the Board of Directors
Director Independence
Lead Director
Board Leadership Structure
Board’s Oversight of Risk
Code of Ethics, Code of Conduct and Corporate Governance Guidelines
Communication with Board
Board and Committees
Board Attendance
Board Committees
AAudit Committee – Primary Responsibilities and Requirements
MEETINGS IN 2018: 9
Compensation Committee – Primary Responsibilities and Requirements
MEETINGS IN 2018: 5
MEMBERS:
Nominating and Governance Committee – Primary Responsibilities and
Requirements
MEETINGS IN 2018: 4
Environmental, Health and Safety Committee – Primary Responsibilities and
Requirements
MEETINGS IN 2018: 3
Board Refreshment
0%
20%
40%
60%
80%
100%
5 or fewer 6 to 10 More than 10
Years of Service
NON-EMPLOYEE DIRECTOR COMPENSATION
2018 NON-EMPLOYEE DIRECTOR COMPENSATION
Role Annual Cash Retainers
2018 Director Compensation Table
Fees Earned or Paid in Cash
Stock Awards
Total
(1)
NON-EMPLOYEE DIRECTOR COMPENSATION
Fees Earned or Paid in Cash (column (a))
Stock Awards (column (b))
Option Awards Outstanding and Fully-Vested Deferred Shares
Number of Deferred Shares(1)
Beneficial Ownership of Our Common Shares
Owned(1)
Right to Acquire
Shares
Total Beneficial
Ownership
Name and Address
Shares
%
of Shares
Stock Ownership Guidelines for Non-Employee Directors
Section 16(a) Beneficial Ownership Reporting Compliance
Executive Summary
Name Title
How Pay is Tied to Company Performance.