The Nominating Committee is responsible for identifying individuals qualified to become Board members, consistent with criteria approved by the Board, with the goal of creating a balance of knowledge, experience and diversity.

The purpose of this committee shall be to serve as an independent and objective party to monitor the Company’s financial reporting process and internal control system and to provide an open avenue of communication among the independent auditors, financial and senior management and the Board.

The purpose of this Committee is reviewing and approving the compensation of the Company’s executive officers and directors and administering the Company’s long-term incentive compensation plans.

This Code of Conduct and Ethics reflects the Company’s commitment to a culture of honesty, integrity and accountability and outlines the basic principles and policies with which all employees, officers and directors are expected to comply.