Nomination Process.* All candidates for Board membership are evaluated by the Corporate Governance Committee. In evaluating candidates, including existing Board members, the Corporate Governance Committee considers an individual candidate’s personal and professional responsibilities and experiences, the composition of the Board, including diversity with respect to gender, ethnicity, race, nationality, geographic origin, age, experience and skills, and the challenges and needs of the Company so that the Board is comprised of a diverse group of members who are positioned to best serve the needs of the Company and its shareholders. In addition to recommendations from directors, management and shareholders, the Corporate Governance Committee may also consider recommendations from third-party search firms retained to assist in identifying qualified candidates. In general, and in giving due consideration to the composition of the Board at the time a candidate is being considered, the Corporate Governance Committee considers a potential nominee’s or director’s:
| ● | integrity and demonstrated high ethical standards; |
| ● | experience with business administration processes and principles and risk management; |
| ● | ability to express opinions, raise difficult questions, and make informed, independent judgments; |
| ● | knowledge, experience, and skills in one or more specialty areas (such as accounting or finance, legal, regulatory or governmental affairs, human capital management, sustainability and climate-related risks, product development, manufacturing, technology, digitization and cybersecurity, global operations, real estate or corporate strategy, among others); |
| ● | ability to devote sufficient time to prepare for and attend Board meetings; |
| ● | willingness and ability to work with other members of the Board in an open and constructive manner; |
| ● | ability to communicate clearly and persuasively; and |
| ● | diversity with respect to other characteristics, which may include gender, age, ethnicity, race, nationality, geographic origin, skills and experience. |
