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Event Majority of Independent Directors Independent Audit Committee Number of Audit Committee Members Independent Compensation & Nominating Committees Website Posting of Committee Charters, Governance Guidelines & Code of Conduct Cease to qualify as a foreign private issuer Within 6 months of date it fails to qualify as a foreign private issuer -- tested at end of most recently completed second fiscal quarter (“determination date”) Members must comply with NYSE independence requirements (in addition to Rule 10A-3 independence requirements) within 6 months of determination date 3 members within 6 months of determination date Within 6 months of determination date Within 6 months of determination date Cease to qualify as a smaller reporting company (per operative text effective commencing July 1, 2013) Already required to comply Already required to comply Already required to comply Already required to comply with all independent compensation & nominating committees requirements except for the enhanced independence requirements for members of the compensation committee At least 1 member of the compensation committee must meet the enhanced independence requirements within six months of beginning of fiscal year following date it ceases to be a smaller reporting company (tested at end of most recently completed second fiscal quarter) (“date of status change”) Already required to comply Majority of compensation committee members must meet the enhanced independence requirements within nine months of date of status change Weil, Gotshal & Manges LLP 46 US_ACTIVE:\44182171\7\99980.0865
Event Majority of Independent Directors Independent Audit Committee Number of Audit Committee Members Independent Compensation & Nominating Committees Website Posting of Committee Charters, Governance Guidelines & Code of Conduct Compensation committee must be comprised solely of members that meet the enhanced independence requirements within twelve months of date of status change Weil, Gotshal & Manges LLP 47 US_ACTIVE:\44182171\7\99980.0865
Page 1 and 2: Weil, Gotshal & Manges LLP Board of
Page 3 and 4: Table of Contents Page ROLE AND AUT
Page 5 and 6: ROLE AND AUTHORITY OF INDEPENDENT D
Page 7 and 8: DEFINITION OF “INDEPENDENT” DIR
Page 9 and 10: committee; 51 or DEFINITION OF “I
Page 11 and 12: AUDIT COMMITTEE REQUIREMENTS STATUT
Page 13 and 14: AUDIT COMMITTEE REQUIREMENTS (conti
Page 21 and 22: COMPENSATION COMMITTEE REQUIREMENTS
Page 31 and 32: NOMINATING/CORPORATE GOVERNANCE COM
Page 33 and 34: OTHER BOARD COMMITTEE REQUIREMENTS
Page 35 and 36: CODES OF CONDUCT AND ETHICS STATUTO
Page 37 and 38: CODES OF CONDUCT AND ETHICS (contin
Page 39 and 40: APPLICABILITY TO NON-U.S. COMPANIES
Page 41 and 42: ENFORCEMENT, NOTIFICATIONS AND AFFI
Page 43 and 44: ENFORCEMENT, NOTIFICATIONS AND AFFI
Page 45: Event Majority of Independent Direc
Page 49 and 50: 7 See NYSE Listed Company Manual Se
Page 51 and 52: 43 However, service within the past
Page 53 and 54: 67 Indirect compensation includes p
Page 55 and 56: 91 After reviewing this report and
Page 57 and 58: 110 Rule 10C-1(b)(5)(i). 111 NYSE L
Page 59 and 60: 146 Nasdaq Equity Rule 5605(e)(4).
Page 61: any of the NYSE board structure req

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