Corporate Governance

Board of Directors | Zoran’s Code of Business Conduct and Ethics | Committees at a Glance | Corporate Governance |

BOARD OF DIRECTORS

The following table sets forth the Board of Directors of Zoran followed by biographies of each individual.

Board of Directors
Name Principal Occupation Age Director Since
Levy Gerzberg, Ph.D. President and Chief Executive Officer of Zoran 62 1981
Raymond A. Burgess Private Consultant 47 2005
Uzia Galil President and Chief Executive Officer of Uzia Initiative and Management Ltd.; Chairman of Board of Directors of Zoran 81 1983
James D. Meindl, Ph.D. Professor of Microelectronics, Georgia Institute of Technology 73 1986
James B. Owens, Jr. Private Consultant 56 2003
David Rynne Retired 65 2003
Arthur B. Stabenow Private Investor 67 1990
Philip M. Young General Partner, U.S. Venture Partners 66 1986

Levy Gerzberg was a co-founder of Zoran in 1981 and has served as Zoran’s President and Chief Executive Officer since December 1988 and as a director since 1981. Dr. Gerzberg also served as Zoran’s President from 1981 to 1984 and as Zoran’s Executive Vice President and Chief Technical Officer from 1985 to 1988. Prior to co-founding Zoran, Dr. Gerzberg was Associate Director of Stanford University’s Electronics Laboratory. Dr. Gerzberg holds a Ph.D. in Electrical Engineering from Stanford University and an M.S. in Medical Electronics and a B.S. in Electrical Engineering from the Technion-Israel Institute of Technology in Haifa, Israel.

Raymond A. Burgess has been a director of Zoran since April 2005. Since August 2004, Mr. Burgess has been engaged as a consultant to companies operating within the semiconductor and related fields. From April 2004 to July 2004, Mr. Burgess served as the Senior Vice President, Strategy, Marketing and Communications of Freescale Semiconductor, Inc., a provider of semiconductor solutions. From September 2000 to March 2004, Mr. Burgess served as Corporate Vice President, Strategy, Marketing and Communications for the Semiconductor Products Sector of Motorola, Inc., a telecommunications company, and held a variety of executive positions during a twenty year career at Motorola. Mr. Burgess serves on the board of Tao Group, UK, a private company focused on multimedia software.

Uzia Galil has been a director of Zoran since 1983 and has served as Chairman of the Board of Directors since October 1993. Mr. Galil currently serves as Chairman and Chief Executive Officer of Uzia Initiative and Management Ltd., a company specializing in the promotion and nurturing of new businesses associated with mobile communication, electronic commerce and medical informatics, which he founded in November 1999. From 1962 until November 1999, Mr. Galil served as President and Chief Executive Officer of Elron Electronic Industries Ltd., an Israeli high technology holding company, where he also served as chairman of the board. From January 1981 until leaving Elron, Mr. Galil also served as chairman of the board of directors of Elbit Ltd., an electronic communication affiliate of Elron, and as a member of the board of directors of Elbit Systems Ltd., a defense electronics affiliate of Elron, and all other private companies held in the Elron portfolio. Mr. Galil currently serves as a director of Orbotech Ltd., NetManage Inc. and Partner Communications Ltd. From 1980 to 1990, Mr. Galil served as Chairman of the International Board of Governors of the Technion. Mr. Galil holds an M.S. in Electrical Engineering from Purdue University and a B.S. from the Technion. Mr. Galil has also been awarded an honorary doctorate in technical sciences by the Technion in recognition of his contribution to the development of science-based industries in Israel, an honorary doctorate in philosophy by the Weizmann Institute of Science, an honorary doctorate in engineering by Polytechnic University, New York, an honorary doctorate from the Ben-Gurion University of the Negev in Israel, and the Solomon Bublick Prize Laureate from the Hebrew University of Jerusalem. Mr. Galil is also a recipient of the Israel Prize.

James D. Meindl has been a director of Zoran since March 1986. Dr. Meindl has been Joseph M. Pettit Chair Professor in microelectronics at Georgia Institute of Technology since November 1993. From September 1986 to November 1993, Dr. Meindl served as Provost and Senior Vice President of Academic Affairs at Renssalaer Polytechnic Institute. Prior thereto, Dr. Meindl was a professor of electrical engineering and Director of the Stanford Electronics Laboratory and Center for Integrated Systems at Stanford University. Dr. Meindl is also a director of SanDisk, Inc. and Stratex Networks.

James B. Owens, Jr. has been a director of Zoran since May 2003. From January 2002 to January 2005, Mr. Owens served as President and Chief Executive Officer and a director of Strasbaugh, a provider of semiconductor manufacturing equipment. From December 1999 to August 2001, Mr. Owens served as President and Chief Executive Officer of Surface Interface, a supplier of high-end metrology equipment to the semiconductor and hard disk markets. From August 1998 to December 1999, Mr. Owens served as President of Verdant Technologies, a division of Ultratech Stepper. Mr. Owens holds a B.S. in Physics from Stetson University, an M.S. in Management from the University of Arkansas and an M.S.E.E. from Georgia Institute of Technology.

David Rynne has been a director of Zoran since August 2003. Mr. Rynne is a retired senior financial executive with more than 35 years of experience in growing technology companies. Most recently, Mr. Rynne served as Chief Executive Officer of Receipt.com from July to December 1999 and as Vice President of Nortel Networks from August 1998 to June 1999. He served as Chief Financial Officer of Bay Networks from January 1997 to August 1998. Prior to joining Bay Networks, Mr. Rynne served as Chief Financial Officer at Tandem Computers from June 1983 to December 1996, and held a variety of financial management positions during an 18-year career at Burroughs Corporation. He is currently chairman of the board of directors of Netfuel, Inc., a programmable network company, and serves on the board of directors of PD-LD, Inc., a fiber optic component company.

Arthur B. Stabenow has been a director of Zoran since November 1990. Mr. Stabenow has been principally engaged as a private investor since January 1999. From March 1986 to January 1999, Mr. Stabenow was Chief Executive Officer of Micro Linear Corporation, a semiconductor company. Mr. Stabenow also serves as a director of Applied Micro Circuits Corporation.

Philip M. Young has been a director of Zoran since January 1986. Mr. Young has been a managing principal of U.S. Venture Partners, a venture capital management company, since April 1990, and a general partner or managing member of the general partners of various venture capital funds managed by that company. Mr. Young is also a director of several private companies.

Messrs. Galil and Stabenow are audit committee financial experts, as defined in the rules of the Securities and Exchange Commission. Both of them are independent for purposes of the Nasdaq rules as they apply to audit committee members.

Zoran’s Code of Business Conduct and Ethics

Zoran’s reputation is an important and valuable asset. It is up to each of us to protect and enhance that asset. This Code of Ethics and Business Conduct contains policies that apply to each officer, directors and employee (unless otherwise specified, collectively referred to as "employees") of the company and its subsidiaries. Employees, as well as contractors of the company, are expected to read, understand and abide by this Code. It was designed to deter wrongdoing and to promote: (i) honest and ethical conduct; (ii) full, fair, accurate, timely and understandable disclosure in reports and documents we file with or submit to the U.S. Securities and Exchange Commission and in our other public communications; (iii) compliance with applicable laws, rules and regulations; (iv) the prompt internal reporting of violations of this Code; and (v) accountability for complying with this Code.

While this Code of Conduct cannot cover each situation where decisions will need to be made, other Zoran policies and handouts are critical components of Zoran’s overall compliance and ethics program. Never hesitate to ask your manager, HR or our General Counsel for clarification or advice prior to making a decision about which you are uncertain.

If you suspect that someone has violated this Code, you are expected to report the violation to your manager and the General Counsel. Zoran prohibits any form of retaliation for fulfilling this responsibility.

All Zoran officers, directors and senior management are responsible for advancing the principles contained in this Code and for promoting a culture in which ethical conduct is valued and exhibited by all employees. If we all do these things well, there can be no doubt that we will be successful as individuals and as a corporation.

Thank you for your continued dedication and support. (JPG)

Dr. Levy Gerzberg President and Chief Executive Officer
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COMMITTEES AT A GLANCE

Audit Committee.
The members of the Audit Committee are Messrs. Galil, Meindl and Stabenow. Mr. Stabenow is Chairman of the committee. Each of the members of the Audit Committee is independent for purposes of the Nasdaq rules as they apply to audit committee members. Messrs. Galil and Stabenow are audit committee financial experts, as defined in the rules of the Securities and Exchange Commission.

The functions of the Audit Committee include retaining our independent auditors, reviewing their independence, reviewing and approving the planned scope of our annual audit, reviewing and approving any fee arrangements with our auditors, overseeing their audit work, reviewing and pre-approving any non-audit services that may be performed by them, reviewing the adequacy of accounting and financial controls, reviewing our critical accounting policies and reviewing and approving any related party transactions. The Audit Committee held seven meetings during 2003.

Compensation Committee.
The members of the Compensation Committee are Messrs. Galil, Owens and Stabenow. Mr. Galil is Chairman of the committee. Each of the members of the Compensation Committee is independent for purposes of the Nasdaq rules. The Compensation Committee reviews the performance of our executive officers and approves their salaries and incentive compensation. The Compensation Committee held two meetings during 2003.

Nominating and Corporate Governance Committee.
The members of the Nominating and Corporate Governance Committee are Messrs. Owens, Stabenow and Young. Mr. Young is Chairman of the committee. Each of the members of the Nominating and Corporate Governance Committee is independent for purposes of the Nasdaq rules.

The Nominating and Corporate Governance Committee is responsible for identifying and considering qualified candidates for appointment and nomination for election to the Board of Directors and for making recommendations concerning such candidates, recommending corporate governance principles, codes of conduct and compliance mechanisms for Zoran and providing oversight in the evaluation of the Board and its committees. The Nominating and Corporate Governance Committee held four meetings during 2003.

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Corporate Governance Guidelines

1. BOARD COMPOSITION

i. Separation of the Positions of Chairman and CEO

The Board’s general policy, based on experience, is that the positions of Chairman of the Board and Chief Executive Officer should be held by separate persons as an aid in the Board’s oversight of management.

ii. Size of the Board

The Board has eight members in accordance with the company’s Bylaws and periodically reviews the appropriate size of the Board.

iii. Mix of Independent and Management Directors

The Board believes that there should be a substantial majority of independent Directors on the Board. Currently, with the exception of Dr. Levy Gerzberg, each of the members of the Board is an independent director for purposes of the Nasdaq rules.

iv. Board Definition of What Constitutes Independence for non-employee Directors

Zoran defines an "independent" director in accordance with the Nasdaq national Market Issuer requirements for independent directors (Nasdaq Stock Market Rule 4200). The NASDAQ independence definition includes a series of objective tests, such as that the director is not an employee of the company and has not engaged in various types of business dealings with the company.

Because it is not possible to anticipate or explicitly provide for all potential conflicts of interest that may affect independence, the Board is also responsible to affirmatively determine as to each independent director that no relationships exist, which, in the opinion of the Board would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, the Board will review information provided by the Directors and the company with regard to each Director’s business and personal activities as they may relate to the company and the company’s management.

v. Board Compensation

It is the general policy of the Board that Board compensation should be a mix of cash and equity-based compensation.

2. DIRECTOR CRITERIA AND SELECTION i. Board Membership Criteria

When considering the nomination of directors for election at an annual meeting, the Nominating and Corporate Governance Committee will review the needs of the Board of Directors for various skills, background, experience and expected contributions and the qualification standards established from time to time by the Nominating and Corporate Governance Committee. When reviewing potential nominees, including incumbents, the Nominating and Corporate Governance Committee will consider the perceived needs of the Board of Directors, the candidate’s relevant background, experience and skills and expected contributions to the Board of Directors, as well as the following factors:

  • The appropriate size of the Company’s Board of Directors and its committees
  • Diversity, age and skills, such as understanding of relevant technology, manufacturing operations, finance, marketing and international business operation, in the context of the perceived needs of the Company and the Board at the time
  • The relevant skills, background, reputation, and business experience of nominees compared to the skills, background, reputation, and business experience already possessed by other members of the Board
  • Nominees’ independence from management
  • Applicable regulatory and listing requirements, including independence requirements and legal considerations, such as antitrust compliance
  • The benefits of a constructive working relationship among directors; and
  • The desire to balance the benefits associated with continuity with the benefits of the fresh perspective provided by new members

    • The Nominating and Corporate Governance Committee will also seek appropriate input from the Chief Executive Officer from time to time in assessing the needs of the Board of Directors for relevant background, experience and skills of its members.

    The Nominating and Corporate Governance Committee’s goal is to assemble a Board that brings to the Company a diversity of experience at policy-making levels in business and technology, and in areas that are relevant to the Company’s global activities.

    Directors should possess the highest personal and professional ethics, integrity and values and be committed to representing the long-term interests of our stockholders. They must have an inquisitive and objective outlook and mature judgment. They must also have experience in positions with a high degree of responsibility and be leaders in the companies or institutions with which they are affiliated. Director candidates must have sufficient time available in the judgment of the Nominating and Corporate Governance committee to perform all Board and committee responsibilities that will be expected of them. Members of the Board are expected to rigorously prepare for, attend and participate in all Board of Directors and applicable committee meetings.

    Other than the foregoing, there are no specific minimum criteria for director nominees, although the Nominating and Corporate Governance Committee believes that it is preferable that at least one member of the Board of Directors should meet the criteria for an "audit committee financial expert" as defined by SEC rules. Under applicable Nasdaq listing requirements, at least a majority of the members of the Board of Directors must meet the definition of "independent director" set forth in such requirements and the Company’s Corporate Governance Guidelines. The Nominating and Corporate Governance Committee also believes it appropriate for one or more key members of the Company’s management, including the Chief Executive Officer, to serve on the Board of Directors.

    The Nominating and Corporate Governance Committee will consider candidates for directors proposed by directors or management, and will evaluate any such candidates against the criteria and pursuant to the policies and procedures set forth above. If the Nominating and Corporate Governance Committee believes that the Board requires additional candidates for nomination, the Nominating and Corporate Governance Committee may engage, as appropriate, a third party search firm to assist in identifying qualified candidates.

    All incumbent directors and nominees will be required to submit a completed directors’ and officers’ questionnaire as part of the nominating process. The process may also include interviews and additional background and reference checks for non-incumbent nominees, at the discretion of the Nominating and Corporate Governance Committee.

    The Nominating and Corporate Governance Committee will also consider candidates for directors recommended by a stockholder, provided that any such recommendation is sent in writing to General Counsel, Zoran Corporation, 1390 Kifer Road, Sunnyvale, CA 94086, at least 120 days prior to the anniversary of the date definitive proxy materials were mailed to stockholders in connection with the prior year’s annual meeting of stockholders and contains the following information:

  • The candidate’s name, age, contact information and present principal occupation or employment; and
  • A description of the candidate’s qualifications, skills, background and business experience during at least the last five years, including his or her principal occupation and employment and the name and principal business of any company or other organization where the candidate has been employed or has served as a director.

    • The Nominating and Corporate Governance Committee will evaluate any candidates recommended by stockholders against the same criteria and pursuant to the same policies and procedures applicable to the evaluation of candidates proposed by directors or management.

    In addition, stockholders may nominate directors for election at an annual meeting, provided the advance notice requirements set forth in our Bylaws have been met. Under our Bylaws, written notice of such nomination, including certain information and representations specified in the Bylaws, must be delivered to our principal executive offices, addressed to the General Counsel, at least 120 days prior to the anniversary of the date definitive proxy materials were mailed to stockholders in connection with the prior year’s annual meeting of stockholders, except that if no annual meeting was held in the previous year or the date of the annual meeting has been advanced by more than 30 days from the date contemplated at the time of the previous year’s proxy statement, such notice must be received not later than the close of business on the 10th day following the day on which the public announcement of the date of such meeting is first made.

    ii. Selection of New Directors
    The Nominating and Corporate Governance Committee will consider candidates for directors proposed by directors or management, and will evaluate any such candidates against the criteria and pursuant to the policies and procedures set forth above. If the Nominating and Corporate Governance Committee believes that the Board of Directors requires additional candidates for nomination, the Nominating and Corporate Governance Committee may engage, as appropriate, a third party search firm to assist in identifying qualified candidates.

    All incumbent directors and nominees will be required to submit a completed directors’ and officers’ questionnaire as part of the nominating process. The process may also include interviews and additional background and reference checks for non-incumbent nominees, at the discretion of the Nominating and Corporate Governance Committee.

    The Nominating and Corporate Governance Committee will also consider candidates for directors recommended by a stockholder, provided that any such recommendation is sent in writing to General Counsel, Zoran Corporation, 1390 Kifer Road, Sunnyvale, CA 94086, at least 120 days prior to the anniversary of the date definitive proxy materials were mailed to stockholders in connection with the prior year’s annual meeting of stockholders and contains the following information:

  • The candidate’s name, age, contact information and present principal occupation or employment; and
  • A description of the candidate’s qualifications, skills, background and business experience during at least the last five years, including his or her principal occupation and employment and the name and principal business of any company or other organization where the candidate has been employed or has served as a director.

    • The Nominating and Corporate Governance Committee will evaluate any candidates recommended by stockholders against the same criteria and pursuant to the same policies and procedures applicable to the evaluation of candidates proposed by directors or management.

    In addition, stockholders may nominate directors for election at an annual meeting, provided the advance notice requirements set forth in our Bylaws have been met. Under our Bylaws, written notice of such nomination, including certain information and representations specified in the Bylaws, must be delivered to our principal executive offices, addressed to the General Counsel, at least 120 days prior to the anniversary of the date definitive proxy materials were mailed to stockholders in connection with the prior year’s annual meeting of stockholders, except that if no annual meeting was held in the previous year or the date of the annual meeting has been advanced by more than 30 days from the date contemplated at the time of the previous year’s proxy statement, such notice must be received not later than the close of business on the 10th day following the day on which the public announcement of the date of such meeting is first made.

    iii. Directors Who Change Their Present Job Responsibility
    The Board does not believe that Directors who retire or change from the position they held when they came on the Board should necessarily leave the Board. There should, however, be an opportunity for the Board, through the Corporate Governance and Nominating Committee, to review the continued appropriateness of Board membership under these circumstances.

    3. DIRECTOR RESPONSIBILITIES

    i. Oversight
    The Board, which is elected by the stockholders, shall be the ultimate decision-making body of Zoran except with respect to those matters reserved to the stockholders. It shall select the Chief Executive Officer of Zoran (the "CEO") who in turn selects Zoran’s senior management team, subject to Board approval.

    The Board shall elect all officers of the Corporation. Together, the CEO and senior management shall be charged with the conduct of Zoran’s business. The Board acts as an advisor and counselor to the CEO and senior management and ultimately monitors their activities and their performance. The function of the Board in monitoring the performance of the CEO and senior management team shall be fulfilled by the presence of outside Directors and stature who have a substantive knowledge of Zoran’s business.

    The primary responsibilities of the Board of Directors are oversight, counseling and direction to the management of the company in the interest and for the benefit of the company’s stockholders. The Board’s detailed responsibilities include:

  • Selecting, regularly evaluating the performance of, and approving the compensation of the CEO and other senior officers
  • Planning for succession with respect to the position of CEO and monitoring management’s succession planning for other senior executives
  • Reviewing and, where appropriate, approving the company’s major financial objectives, strategic and operating plans and actions
  • Overseeing the conduct of the company’s business to evaluate whether the business is being properly managed; and
  • Overseeing the processes for maintaining the integrity of the company with regards to its financial statements and other public disclosures, and compliance with law and ethics

    • ii. Selection of Chairman and CEO
    The Board shall be responsible for selecting the Chairman and Chief Executive Officer.

    4. BOARD MEETINGS AND MATERIALS

    i. Meeting Attendance
    Meetings of the Board shall be held a minimum of six times a year. Except in extenuating circumstances, each Director will be expected to attend all meetings of the Board and of committees to which he or she is appointed. Directors should carefully review Board and committee meeting agendas and related materials in advance of meetings to enable them to participate in an informed manner. Typically, the meetings are held at the company’s headquarters in Sunnyvale, California.

    ii. Review of Financial and Other Information
    Each Director will be sent certain financial and other information on a regular basis, including quarterly and annual reports, proxy statements and press releases. Each Director should review this information carefully, note any questions and ask them at the appropriate Board or committee meeting. A Director should not hesitate to ask questions, to request additional information and, in particular, to ask for the facts and any assumptions underlying conclusions and opinions presented to the Board.

    iii. Operating Plans
    The Board will annually review and approve an annual operating plan. The Board will also annually review Zoran’s performance against the previous year’s operating plan goals and review long-term strategic planning annually.

    iv. Director Ability to Obtain Independent Advisors
    The Board and any of its committees may hire independent advisors, including lawyers, accountants and financial experts in order to assist any such entities in carrying out its duties. Zoran shall pay the reasonable expenses of any such advisors.

    v. Board Interaction with Institutional Investors, the Press, Customers, etc.
    Directors will not be expected or generally requested to speak for Zoran or otherwise communicate with the various constituencies of Zoran.

    vi. Director Orientation and Continuing Education
    The Chief Executive Officer in conjunction with management are responsible for new-Director orientation programs and for Director continuing education programs. The orientation programs are designed to familiarize new Directors with the company’s businesses, strategies and challenges and to assist new Directors in developing and maintaining skills necessary or appropriate for the performance of their responsibilities. Continuing education programs for Board members may include a mix of in-house and third party presentations and programs.

    5. BOARD COMMITTEES

    i. Number of Committees
    The Board of Directors has an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. There will, from time to time, be occasions on which the Board may want to form a new committee or disband a current committee depending upon the circumstances. The Audit, Compensation and Corporate Governance Committees shall be composed entirely of independent Directors.

    Each Committee will have a written charter, approved by the Board, which describes the Committee’s general authority and responsibilities. Each Committee will undertake an annual review of its charter, and will work with the Corporate Governance and Nominating Committee and the Board to make such revisions as are considered appropriate.

    Each Committee has the authority to engage outside experts, advisers and counsel to the extent it considers appropriate to assist the Committee in its work.

    Each Committee will regularly report to the Board concerning the Committee’s activities.

    ii. Audit Committee
    The members of the Audit Committee are Messrs. Galil, Owen, Burgess and Stabenow. Mr. Stabenow is Chairman of the committee. Each of the members of the Audit Committee is independent for purposes of the Nasdaq rules as they apply to audit committee members. Messrs. Galil and Stabenow are audit committee financial experts, as defined in the rules of the Securities and Exchange Commission.

    The functions of the Audit Committee include retaining our independent auditors, reviewing their independence, reviewing and approving the planned scope of our annual audit, reviewing and approving any fee arrangements with our auditors, overseeing their audit work, reviewing and pre-approving any non-audit services that may be performed by them, reviewing the adequacy of accounting and financial controls, reviewing our critical accounting policies and reviewing and approving any related party transactions.

    iii. Compensation Committee
    The members of the Compensation Committee are Messrs. Galil, Meindl and Stabenow. Mr. Galil is Chairman of the committee. Each of the members of the Compensation Committee is independent for purposes of the Nasdaq rules. The Compensation Committee reviews the performance of our executive officers and approves their salaries and incentive compensation.

    iv. Nominating and Corporate Governance Committee
    The members of the Nominating and Corporate Governance Committee are Messrs. Owens, Stabenow and Young. Mr. Young is Chairman of the committee. Each of the members of the Nominating and Corporate Governance Committee is independent for purposes of the Nasdaq rules.

    The Nominating and Corporate Governance Committee is responsible for identifying and considering qualified candidates for appointment and nomination for election to the Board of Directors and for making recommendations concerning such candidates, recommending corporate governance principles, codes of conduct and compliance mechanisms for Zoran and providing oversight in the evaluation of the Board and its committees.

    v. Assignment and Term of Service of Committee Members
    The Board is responsible for the appointment of Committee Members and Committee Chairmen. Committee assignments are reviewed annually and it is expected that the Committee assignments will rotate from time to time among the Board members. It is also expected that each Committee Chairman will rotate off the Committee when his or her term as Chairman is completed.

    vi. Frequency and Length of Committee Meetings and Committee Agenda
    The Committee Chairman, in consultation with the Chairman of the Board and appropriate members of management, will determine the frequency and length of the Committee meetings and develop the Committee’s agenda. The agendas and meeting minutes of the Committees will be shared with the full Board, and other Board members are welcome to attend Committee meetings.

    6. MANAGEMENT AND BOARD REVIEW AND RESPONSIBILITY

    i. Formal Evaluation of Chief Executive Officer
    The independent Directors will perform a formal annual evaluation of the Chief Executive Officer.

    ii. Succession Planning and Management Development
    The Chief Executive Officer reviews succession planning and management development with the Board on an annual basis.

    iii. Formal Evaluation of the Board
    The Chairman of the Board manages the Board’s process for annual Director self-assessment and evaluation of the Board.

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