EGC Corporate Governance Practices (May 2018)

A Survey and Related Resources PAGE D-9 potential conflicts to the company. • Corporate opportunities. • Confidentiality. Employees, officers, and directors must keep information confidential except when disclosure is authorized by the company or legally required. • Fair dealing. Employees, officers, and directors must deal fairly with customers, suppliers, competitors, and employees. • Protection and proper use of company assets. • Compliance with laws, rules, and regulations, including insider trading laws. • Encouraging the reporting of any illegal or unethical behavior. • Provide for an enforcement mechanism that ensures: o prompt and consistent enforcement of the code; o protection for persons reporting questionable behavior; o clear standards for compliance; and o a fair process for determining violations. • Require that any waiver of the code for executive officers or directors be made only by the full board. Waivers from the Code of Conduct/Business Conduct and Ethics If the board of directors or a board committee grants a waiver of the code for an executive officer or director, the waiver must be disclosed to stockholders within four business days in a press release, on the company's website, or by filing a Form 8-K. Generally the same, except: • Only the full board can grant the waiver. • The reasons for the waiver in addition to the waiver must be disclosed. If the board of directors approves a waiver of the code for a director or executive officer, the waiver and the reasons for the waiver must be disclosed within four business days by filing a Form 8-K. Annual CEO Certification The CEO of a listed company must also annually certify in a written affirmation to the NYSE that he or she is not aware of any violations of NYSE corporate governance listing standards made by the company. No annual certification process, but must amend initial certification if a change would cause the initial certification to be inaccurate. Meetings of Independent Directors The non-management directors (including non-independent directors) must meet at regularly scheduled executive sessions without management. However, the company can choose instead to hold meetings of only the independent directors. If the company does not choose this option, it should hold an executive session of only independent directors at least once a year. There must be regularly scheduled meetings of only the independent directors. These should occur at least twice a year.