Describe your organization’s GOVERNANCE SYSTEM.

Within your response, include answers to the following questions:

Area 1.2a. Organizational Governance

(1) HOW does your organization address the following KEY FACTORS in your GOVERNANCE SYSTEM:

• accountability for management’s actions

• FISCAL ACCOUNTABILITY

• TRANSPARENCY IN OPERATIONS and selection and disclosure policies for GOVERNANCE board members, as appropriate

• independence in internal and external audits

• protection of STAKEHOLDER and stockholder interests, as appropriate

(2) HOW do you EVALUATE the PERFORMANCE of your SENIOR LEADERS, including the chief executive?

HOW do you EVALUATE the PERFORMANCE of members of the GOVERNANCE board, as appropriate?

HOW do SENIOR LEADERS and the GOVERNANCE board use these PERFORMANCE REVIEWS to IMPROVE both their personal leadership EFFECTIVENESS and that of your board and LEADERSHIP SYSTEM, as appropriate?

Notes:

N1. Societal responsibilities in areas critical to your business also should be addressed in Strategy Development (Item 2.1) and in Process Management (Category 6). KEY RESULTS, such as RESULTS of regulatory and legal compliance or environmental IMPROVEMENTS through use of “green” technology or other means, should be reported as Leadership and Social Responsibility RESULTS (Item 7.6).

N2. TRANSPARENCY IN OPERATIONS (1.2a[1]) should include your internal controls on GOVERNANCE PROCESSES.

N3. Leadership PERFORMANCE evaluation (1.2a[2]) might be supported by peer reviews, formal PERFORMANCE MANAGEMENT REVIEWS (Item 5.1b), and formal or informal employee and other STAKEHOLDER feedback and surveys.

For additional description of this Area, see 1.2 Governance and Social Responsibilities Description.

2005 Criteria Items: 1.1 - 1.2 - 2.1 - 2.2 - 3.1 - 3.2 - 4.1 - 4.2 - 5.1 - 5.2 - 5.3 - 6.1 - 6.2 - 7.1 - 7.2 - 7.3 - 7.4 - 7.5 - 7.6 - P.1 - P.2

Areas: 1.1a-1.1b-1.2a-1.2b-1.2c-2.1a-2.1b-2.2a-2.2b-3.1a-3.2a-3.2b-4.1a-4.1b-4.2a-4.2b-4.2c-5.1a-5.1b-5.1c-5.2a-5.2b-5.3a-5.3b-6.1a-6.2a-6.2b-7.1a-7.2a-7.3a-7.4a-7.5a-7.6a-P.1a-P.1b-P.2a-P.2b-P.2c