Pay for directors and managers should be indexed to peer or market groups, absent unusual and specified reasons for not doing so.

Directors should be provided meaningful information in a timely manner prior to board meetings. Directors should be allowed reasonable access to management to discuss board issues.

A board should neither be too small to maintain the needed expertise and independence, nor too large to be efficiently functional. Absent compelling, unusual circumstances, a board should have no fewer than 5 and no more than 15 members.

Shareholders’ right to vote is inviolate and should not be abridged.