Our Strategy, Mergers and Acquisitions Committee (the “SMA Committee”) assists the Board by reviewing and making recommendations to the Board or taking actions on behalf of the Board relating to the Company's financial and strategic plans.  The responsibilities of the SMA Committee include reviewing with management, on a timely basis, significant financial matters of the Company and its subsidiaries, including matters relating to the Company's capitalization, dividend policy and practices, credit ratings, cash flows, borrowing activities, investment strategies, and potential acquisitions, and risk oversight. The Committee also reviews and may recommend to the Board actions relating to offerings of the Company's debt or equity securities; purchases or disposals of treasury shares, except the purchase of shares pursuant to approved employee benefit plans; stock splits or reclassification of shares; the declaration and payment of any dividends on the Company's common stock; guarantees of unconsolidated third party indebtedness; and certain other financial transactions and strategies.

The SMA Committee charter requires that the SMA Committee consist of three members of the Board, each of whom satisfies the independence requirements under the Nasdaq Rules and the Exchange Act.  The Board has affirmatively determined that each member of the SMA Committee satisfies these independence requirements.