SEC Adopts Disclosure Rules On Nominating Committee Processes And Shareholder Communication With Board

Contents

• Disclosure Regarding Shareholder Communication with the Board of Directors

On November 19, 2003, the U.S. Securities and Exchange Commission adopted new rules that it believes will "grant security holders greater access to the nomination process and greater ability to exercise their rights and responsibilities as owners of their companies." These new rules are effective for proxy or information statements sent to shareholders after January 1, 2004 and periodic reports filed with the SEC after January 1, 2004, even if filed before a 2004 proxy statement is released.

Current SEC rules require each company to disclose in its proxy statement whether it has a standing nominating committee or a committee performing similar functions, and, if the company does not have a nominating committee, the reasons why the board chose not to have such a committee. Under the