CalPERS recommends that corporations adopt the following corporate governance principles affecting shareowner rights:

6.1 Majority Vote Requirements: Shareowner voting rights should not be subject to supermajority voting

requirements. A majority of proxies cast should be able to:

a. Amend the company’s governing documents such as the Bylaws and Charter by shareowner

resolution.

b. Remove a director with or without cause.

6.2 Majority Vote Standard for Director Elections: In an uncontested director election, a majority of

proxies cast should be required to elect a director. In a contested election, a plurality of proxies cast

should be required to elect a director. Resignation for any director that receives a withhold vote greater

than 50% of the votes cast should be required. Unless the incumbent director receiving less than a

majority of the votes cast has earlier resigned, the term of the incumbent director should not exceed 90

days after the date on which the voting results are determined.

6.3 Special Meetings and Written Consent: Shareowners should be able to call special meetings or act by written consent.

6.4 Sponsoring and Implementation of Shareowner Resolutions: Shareowners should have the right to sponsor resolutions. A shareowner resolution that is approved by a majority of proxies cast should be

implemented by the board.

6.5 Prohibit Greenmail: Every company should prohibit greenmail.

6.6 Poison Pill Approval: No board should enact nor amend a poison pill except with shareowner approval.

6.7 Annual Director Elections: Every director should be elected annually.

6.8 Proxy Confidentiality: Proxies should be kept confidential from the company, except at the express

request of shareowners.

6.9 Broker Non-Votes: Broker non-votes should be counted for quorum purposes only.

6.10 Cumulative Voting Rights: Shareowners should have the right to cumulate21 votes in a contested

election of directors.

21 Such a right gives shareowners the ability to aggregate their votes for directors and either cast all of those votes for one candidate or distribute those votes for any number of candidates.