Corporate Governance Profile We have structured our corporate governance in a manner we believe closely aligns our interests with those of our stockholders. Notable features of our corporate governance structure include the following: • our Board of Directors is not classified, with each of our directors subject to re-election annually; • five of our nine directors satisfy the listing standards for independence of the New York Stock Exchange and Rule I0A-3 under the Exchange Act; • one of our directors qualifies as an "audit committee financial expert" as defined by the SEC; • we intend to comply with the requirements of the New York Stock Exchange, listing standards, including having committees comprised solely of independent directors; • we have opted out of the business combination and control share acquisition statutes in the MGCL; and • we do not have a stockholder rights plan. Our directors stay informed about our business by attending meetings of our Board of Directors and its committees and through supplemental reports and communications. Role of the Board in Risk Oversight One of the key functions of our Board of Directors is informed oversight of our risk management process. Our Board of Directors administers this oversight function directly, with support from its three standing committees, the audit committee, the nominating and corporate governance committee and the compensation committee, each of which addresses risks specific to their respective areas of oversight. In particular, our audit committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures. including guidelines and policies to govern the process by which risk assessment and management is undertaken. The audit committee also monitors compliance with legal and regulatory requirements, in addition to oversight of the performance of our internal audit function. Our