Avoiding Conflicts of Interest

Our board of directors is bound by our business ethics core policy and code of ethics, as are our officers and employees. The code explicitly addresses conflicts of interest and the consequences of noncompliance. The board also has adopted a policy regarding related party transactions, which defines specific areas that could result in conflicts of interest and procedures for reviewing these transactions.

In addition, the board of directors has documented its governance practices in the Corporate Governance Guidelines. The guidelines cover board functions and operation, company operations, board organization and composition, and board conduct—including ethics and conflicts of interest. View governance policies and guidelines in the investors section.

The corporate governance committee takes a leadership role in shaping the governance of the corporation and provides oversight and direction regarding the operation of the board of directors. The committee regularly reviews recommended corporate governance practices and advises the board to adopt practices that the committee considers to be best practices. As a result, the company's bylaws clarify that a director must stand for election at the next annual shareholders' meeting if the director was appointed to fill a vacancy on the board. It also recently amended the board charter to require a director to submit a letter of resignation for consideration by the governance committee if the director changes his or her principal occupation. For more information, see the Notice of 2009 Annual Meeting of Shareholders and Proxy Statement.