Given the accelerated nature of change, innovation and progress in the U.S. and global markets, and in light of notable
exceptions to a system that has generally worked well, The Business Round table believes it is appropriate to restate our
guiding principles of corporate governance. These principles, we believe, should help to guide the continual advancement of corporate governance practices, and so advance the ability of U.S. public corporations to compete, create jobs and generate economic growth.The Business Round table supports the following guiding principles:First, the paramount duty of the board of directors of a public corporation is to select a Chief Executive Officer and to
oversee the CEO and other senior management in the competent and ethical operation of the corporation on a day-today
basis.Second, it is the responsibility of management to operate the corporation in an effective and ethical manner in order to produce value for stockholders. Senior management is expected to know how the corporation earns its income and
what risks the corporation is undertaking in the course of carrying out its business. Management should never put
personal interests ahead of or in conflict with the interests of the corporation.Third, it is the responsibility of management, under the oversight of the board and its audit committee, to produce financial statements that fairly present the financial condition and results of operations of the corporation, and to make the