The Board of Directors of the Company is to direct the management of the business affairs of the Company in accordance with the Georgia Business Corporation Code, the Company’s articles of incorporation and its bylaws. The role of the Board is to effectively govern the affairs of the Company for the benefit of its shareholders and other constituencies, which include the Company’s employees, customers, suppliers and creditors and the communities in which it does business. The Board strives to ensure the success and continuity of the Company’s business through qualified management.
The Board has adopted the following guidelines (the “Guidelines”) to assist it in the exercise of its responsibilities. These guidelines are in addition to, and are not intended to modify, the requirements of any Federal or state law or regulation, including the Georgia Business Corporation Code, or the articles of incorporation or the bylaws of the Company. The Guidelines, as they may be amended from time to time, shall be made available on the Company’s public web site. In the event of any conflict between a provision of these Guidelines and a provision of federal or state law or regulation (including, without limitation, the Georgia Business Corporation Code), the articles of incorporation or the bylaws, the relevant provision of law or of the articles of incorporation or bylaws of the Company shall control.