Roles and Responsibilities

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1 Rles and Respnsibilities 1. Rle f the Bard The Bard, which is elected by the sharehlders, is the ultimate decisin-making bdy f the Cmpany, except with respect t matters reserved t sharehlders. The primary functin f the Bard is versight. The Bard, in exercising its business judgment, acts as an advisr and cunselr t senir management and defines and enfrces standards f accuntability all with a view t enabling senir management t execute their respnsibilities fully and in the interests f sharehlders. The fllwing are the Bard's primary respnsibilities, sme f which may be carried ut by ne r mre Cmmittees f the Bard r the independent Directrs as apprpriate: Overseeing the cnduct f the Cmpany's business s that it is effectively managed in the lng-term interest f sharehlders; Selecting, evaluating and cmpensating the Chief Executive Officer (CEO) and planning fr CEO successin, as well as mnitring management s successin planning fr ther key executives; Overseeing and reviewing the Cmpany s strategic directin and bjectives; Mnitring the Cmpany s accunting and financial reprting practices and reviewing the Cmpany s financial and ther cntrls; Overseeing the Cmpany s cmpliance with applicable laws and regulatins; and Overseeing the prcesses that are in place t safeguard the Cmpany s assets and mitigate risks. In perfrming its versight functin, the Bard is entitled t rely n the advice, reprts and pinins f management, cunsel, auditrs and utside experts. In that regard, the Bard and its Cmmittees shall be entitled, at the expense f the Cmpany, t engage such independent legal, financial r ther advisrs as they deem apprpriate, withut cnsulting r btaining the apprval f any fficer f the Cmpany. 2. Rle f the Chairman The Chairman shall be a member f the Bard f Directrs and may r may nt be an fficer r emplyee f the Cmpany. The principal duty f the Cmpany s Chairman is t lead and versee the Bard f Directrs. The Chairman shuld facilitate an pen flw f infrmatin between management and the Bard, and shuld lead a critical evaluatin f Cmpany management, practices and adherence t the Cmpany s strategic plan and bjectives. In accrdance with the Cmpany s By-laws, the Chairman shall preside at all meetings f the Bard and the sharehlders. The Chairman shall als establish an agenda fr each meeting f the Bard. 3. Rle f the CEO and Management The Cmpany's business is cnducted by its emplyees, managers and fficers, under the directin f senir management and led by the CEO. In carrying ut the Cmpany s business, the CEO and senir management are accuntable t the Bard and ultimately t sharehlders. Management s primary

2 respnsibilities include the day-t-day peratin f the Cmpany s business, strategic planning, budgeting, financial reprting and risk management. Cmpsitin f the Bard 4. Size f the Bard The Bard itself determines its size within the range f 5 t 10 members required by the Cmpany s Bylaws. The Bard believes that, at this time, the desirable number f Directrs is 10. In the event f a vacancy n the Bard, the Directrs may either fill the vacancy r decrease the size f the Bard, in accrdance with the terms f the Cmpany's Bylaws. 5. Qualificatins and Selectin f Directrs The Gvernance Cmmittee is respnsible fr selecting candidates fr Bard membership, subject t Bard apprval, and fr extending invitatins t jin the Bard. In selecting candidates, the Bard endeavrs t find individuals f high integrity wh have a slid recrd f accmplishment in their chsen fields and wh display the independence f mind and strength f character t effectively represent the best interests f sharehlders. Candidates are selected fr their ability t exercise gd judgment, and t prvide practical insights and diverse perspectives. Cnsistent with its charter, the Gvernance Cmmittee is respnsible fr screening candidates, fr establishing criteria fr nminees, and fr recmmending t the Bard a slate f nminees fr electin t the Bard at the Annual Meeting f Sharehlders. In perfrming these tasks, the Nminating and Gvernance Cmmittee shall have the sle authrity t retain and terminate any search firm t be used t identify directr candidates. Candidates are apprved by the full Bard. The Bard will cnsider nly thse candidates fr electin r re-electin t the Bard wh submit all infrmatin required under the Cmpany's By-Laws and these Principles. 6. Independence f Directrs All Directrs except the CEO and the President shall be independent. An independent Directr is ne wh is free f any relatinship with the Cmpany r its management that may impair, r appear t impair, the Directr s ability t make independent judgments, and wh meets the New Yrk Stck Exchange s definitin f independence. All members f the Audit, Cmpensatin, and Nminating and Gvernance Cmmittees shall be independent. The Bard f Directrs determines each Directr s independence after reviewing pertinent facts and circumstances in accrdance with these Principles and the independence standards established by the Bard. 7. Retirement; Term Limits The Bard des nt believe that arbitrary term limits fr Directrs based n age r years f service are apprpriate, as they may smetimes frce the Cmpany t lse the cntributin f Directrs wh have ver time develped increased insight int the Cmpany and its peratins. Hwever, a Directr s service shuld nt utlast his r her ability t cntribute and cnsequently the Bard des nt believe that Directrs shuld expect t be renminated cntinually. Each Directr s cntinued tenure shall be re-cnsidered at the end f his r her term, taking int accunt the results f the Bard s mst recent self-evaluatin and Directr peer evaluatins. It is the Bard s intent t maintain a balance f Directrs wh have lnger terms f service and thse wh have jined mre recently.

3 Bard Leadership 8. Selectin f CEO and Chairman The independent Directrs shall select the CEO and the Chairman. The independent Directrs will exercise their discretin in cmbining r separating the psitins f Chairman and CEO, as they deem apprpriate in light f prevailing circumstances. Respnsibilities and Cnduct f Directrs 9. Respnsibilities f Directrs Directrs must devte sufficient time and attentin, and meet as frequently as necessary, t discharge their respnsibilities. In discharging their respnsibilities, Directrs must exercise their business judgment and act in a manner that they believe in gd faith is in the lng-term best interests f the Cmpany and its sharehlders. Directrs are expected t attend the Cmpany s Annual Meeting f Sharehlders, and all r substantially all Bard meetings and meetings f the Cmmittees f the Bard n which they serve. Directrs are als expected t spend whatever additinal time as may be necessary fr them t discharge their respnsibilities apprpriately. Directrs shall ensure that ther existing r future cmmitments d nt materially interfere with their ability t fulfill their respnsibilities as Cmpany Directrs. 10. Cnflicts f Interest Directrs shall avid any situatin that may give rise t a cnflict f interest r the appearance f a cnflict f interest. If an actual r ptential cnflict f interest arises, the Directr shall prmptly infrm the Chairman f the Bard and the Chair f the Gvernance Cmmittee (r in the event a ptential cnflict arises with the Chair f the Gvernance Cmmittee, he r she shall ntify the Chair f the Audit Cmmittee) and recuse himself r herself frm any Bard deliberatins r decisins related t the matter that is the subject f the cnflict f interest. If an actual r ptential cnflict exists and cannt be reslved by a Directr s recusal frm participatin in discussins r deliberatins related t the matter r in any ther reasnable manner, the Directr is expected t ffer t submit his r her resignatin t the Chair f the Gvernance Cmmittee. The Gvernance Cmmittee shall determine whether t accept r reject such ffer. The Bard shall reslve any cnflict f interest questin invlving the CEO r any executive fficer. 11. Directr Electins In accrdance with the Cmpany s By-Laws, if nne f the Cmpany s sharehlders prvides the Cmpany ntice f an intentin t nminate ne r mre candidates t cmpete with the Bard s nminees in a Directr electin, r if sharehlders have withdrawn all such nminatins by the tenth day befre the Cmpany mails its ntice f meeting t sharehlders, a nminee must receive mre vtes cast fr than against his r her electin r re-electin in rder t be elected r re-elected t the Bard. The Bard expects a Directr t tender his r her resignatin if he r she fails t receive the required number f vtes fr re-electin. If an incumbent Directr fails t receive the required vte fr re-electin, the Gvernance Cmmittee will act n an expedited basis t determine whether r nt t accept the Directr s resignatin and will submit such recmmendatin fr prmpt cnsideratin by

4 the Bard. The Bard expects any Directr whse resignatin is under cnsideratin t abstain frm participating in the Bard s deliberatin f any Directr resignatins at that time. The Gvernance Cmmittee and the Bard may cnsider any factrs they deem apprpriate and relevant in deciding whether r nt t accept a Directr s resignatin due t his r her failure t receive the required vte fr re-electin. Functining f the Bard 12. Bard Meetings The Bard f Directrs meets at least fur times a year. Additinal meetings are scheduled as necessary r apprpriate in light f prevailing circumstances. The Chairman chairs all meetings f the Bard f Directrs. The Chairman establishes an agenda fr each meeting. Agendas are set s as t ensure that the Bard will be able t fulfill its versight respnsibilities. Directrs may at any time suggest the additin f any matters t a meeting agenda r raise fr discussin at any meeting any subject that they wish, whether r nt it is n the agenda fr the meeting. The Secretary attends all meetings f the Bard and recrds the minutes. The Chief Financial Officer and General Cunsel als attend meetings f the Bard. Any ne r all f these fficers may be excused frm all r any prtin f a Bard meeting at the request f any Directr. 13. Executive Sessins The Bard f Directrs refers t meetings f the independent Directrs as executive sessins. The Chairman f the Gvernance Cmmittee chairs executive sessins; hwever, he r she may chse t defer t a Cmmittee Chair when the subject matter f the meeting falls within the purview f a Bard Cmmittee. The independent Directrs determine the frequency, length and agenda fr executive sessins. An executive sessin is generally scheduled immediately befre r after each regular Bard meeting. 14. Infrmatin t be Distributed Prir t Meetings Infrmatin regarding the Cmpany s business and perfrmance is distributed t all Directrs n a mnthly basis. In additin, business updates and infrmatin regarding recmmendatins fr actin by the Bard at a meeting shall be made available t the Bard a reasnable perid f time befre meetings. Functining f Cmmittees 15. Cmmittee Structure The Bard believes that the Cmpany benefits frm its cllective wisdm, and therefre the Bard as a whle will deal with majr crprate decisins. There are, hwever, certain key areas that require mre in-depth examinatin than might be pssible at a full Bard meeting. Accrdingly, the Bard has established three standing Cmmittees: Audit, Cmpensatin, and Gvernance. The Bard may als establish ad hc cmmittees frm time t time as circumstances and business activities warrant. 16. Cmmittee Charters Each standing Cmmittee shall have a written charter that shall be apprved by the full Bard, upn the recmmendatin f the Gvernance Cmmittee. Each Cmmittee charter shall state the purpse f the Cmmittee and reflect the respnsibilities that the Cmmittee has undertaken. Each Cmmittee shall review its

5 charter annually and recmmend amendments t it as apprpriate t reflect changes in the Cmmittee s respnsibilities, applicable law r regulatins, and ther relevant cnsideratins. 17. Cmmittee Membership Cmmittees and their Chairs shall be appinted by the Bard annually. The Bard will take int accunt the experience and expertise needed t fulfill each Cmmittee's respnsibilities in its annual review f Cmmittee membership. It is the Bard s plicy that nly independent Directrs shall serve n the standing Cmmittees. The members f the Audit, Cmpensatin and Gvernance Cmmittees shall at all times meet the requirements f applicable law and listing standards. 18. Cmmittee Meetings The Chairs f the varius Cmmittees, in cnsultatin with their Cmmittee members, shall determine the frequency, length and agenda f Cmmittee meetings. Infrmatin regarding matters t be cnsidered at Cmmittee meetings shall be distributed t Cmmittee members a reasnable perid f time befre such meetings. The Chair f each Cmmittee shall reprt n the activities f the Cmmittee t the Bard fllwing Cmmittee meetings, and minutes f Cmmittee meetings shall be distributed t all Directrs fr their infrmatin. Bard Cmpensatin & Share Ownership 19. Bard Cmpensatin Management Directrs shall nt be cmpensated fr their services as Directrs. The Gvernance Cmmittee shall determine the frm and amunt f cmpensatin fr independent Directrs, including the nn-executive Chairman, if applicable, subject t apprval f the full Bard f Directrs. The Cmmittee shall be sensitive t questins f independence that may be raised where Directr fees and expenses exceed custmary levels fr cmpanies f cmparable scpe and size. 20. Share Ownership by Directrs Each nn-emplyee directr is t wn shares f the Cmpany s cmmn stck which, in the aggregate, are equal in value t at least three (3) times the current annual Bard cash retainer within fur (4) years f jining the Bard; that restricted stck unit awards and vested ptins will cunt tward the wnership requirements; and that discretin may be applied by the Bard in perids f vlatile markets; 21. Share Ownership by Executive Officers The CEO and COO f the Cmpany are t each wn shares f the Cmpany s cmmn stck which, in the aggregate, are equal in value t at least six (6) times their respective annual salary within fur (4) years f being appinted CEO r COO. All ther executive fficers f the Cmpany are t wn shares f the Cmpany s cmmn stck which, in the aggregate, are equal in value t at least tw (2) times their respective annual salary within fur (4) years f being named executive fficers; that restricted stck unit awards and vested ptins will cunt tward the wnership requirements; and that discretin may be applied by the Bard in perids f vlatile markets.

6 Leadership Develpment 22. Annual Review f Management Perfrmance After cnsulting with the independent Directrs the Chairs f the Cmpensatin and Gvernance Cmmittees shall apprve the annual gals and bjectives f the CEO, which shall be cnsistent with the Cmpany s gals and bjectives relevant t the CEO s cmpensatin established annually by the Cmpensatin Cmmittee in accrdance with its Charter. Each year, the Chairs f the Cmpensatin and Gvernance Cmmittees shall cnsult with the independent Directrs in evaluating the CEO's perfrmance and shall thereafter jintly prvide the CEO with a perfrmance review fr the preceding year. Cnsistent with this evaluatin, the Cmpensatin Cmmittee shall establish the CEO's salary, bnus and ther incentive and equity cmpensatin fr the year. In additin, the Cmpensatin Cmmittee shall als annually apprve the cmpensatin structure fr the Cmpany's Executive Officers. 23. Successin Planning The Bard shall annually cnsider a successin plan fr the CEO and senir management. 24. Cmmittee Self-Evaluatins Each f the Audit, Cmpensatin, and Nminating and Gvernance Cmmittees shall annually evaluate its perfrmance as a Cmmittee. At the cnclusin f the evaluatin prcess, the Chair f each respective Cmmittee shall reprt the Cmmittee s cnclusins t the full Bard and may make recmmendatins fr imprvement t the full Bard. 25. Directr Orientatin and Educatin Each new directr shall be given the fllwing rientatin with respect t his r her duties as a directr: (a) a handbk cntaining a cpy f these Guidelines and each f the Cmpany s plicies; (b) ne r mre meetings, in persn r by telecnference, with the Cmpany s CEO and CFO; and (c) except t the extent it is unnecessary fr any directr wh is als a KapStne executive fficer, such backgrund material with respect t KapStne that the Nminating and Gvernance Cmmittee determines t be apprpriate. The Gvernance Cmmittee shall recmmend such additinal rientatin and educatin prcedures fr directrs and members f Bard cmmittees that the Gvernance Cmmittee cnsiders apprpriate. Each directr and each member f a Bard cmmittee shall cperate in fulfilling any applicable rientatin and educatin requirements that may be adpted by the Bard r required by applicable law. 26. Bard Self-Evaluatins The Gvernance Cmmittee will develp, recmmend t the Bard, and crdinate an annual evaluatin f the Bard and its cmmittees as required by the NYSE t determine whether they are functining effectively and meeting their bjectives and gals. Cmmunicatins 27. Access t Management and Infrmatin In rder t fulfill their versight respnsibilities, Directrs shall have free access t Cmpany management and emplyees. The Bard encurages the Chairman t invite members f management t make presentatins at Bard meetings in rder t prvide particular insights int aspects

7 f the Cmpany's business r t prvide individuals with expsure t the Bard fr purpses f management develpment. Management shall be respnsive t all requests fr infrmatin frm Bard members. 28. Bard Interactin with Institutinal Investrs, the Press and ther Cnstituencies The Bard believes that as a general matter, management speaks fr the Cmpany. Directrs shuld refrain frm cmmunicating with varius cnstituencies invlved with the Cmpany withut prir apprval frm the Chairman and apprpriate members f management. In situatins where public cmments frm the Bard may be apprpriate, they shuld cme nly frm the Chairman. 29. Public Cmmunicatins with the Bard The Bard f Directrs shall prvide a means by which persns, including sharehlders and emplyees, may cmmunicate directly with Directrs with regard t matters relating t the Cmpany s crprate gvernance and perfrmance. The Bard s independent Directrs shall apprve a prcess t be maintained by the Cmpany s management fr cllecting and distributing cmmunicatins with the Bard. The means f cmmunicatins with the Bard shall be disclsed in the Cmpany s annual prxy statement. Sharehlder Practices 30. Sharehlder Nminatins Sharehlders may suggest Directr candidates fr cnsideratin by the Gvernance Cmmittee by writing t the Gvernance Cmmittee and prviding the suggested candidate s name, bigraphical data, qualificatins and the candidate s written cnsent (i) t be cnsidered as a nminee; (ii) t prvide infrmatin as described in the Cmpany's Bylaws if requested t d s; and (iii) t serve as a Directr if elected. Sharehlders wh wish t nminate Directr candidates fr electin by sharehlders at the Cmpany s Annual Meeting f Sharehlders may d s in accrdance with the prvisins fr nminatin described in the Cmpany s Bylaws. 31. Cnsideratin f Sharehlder Prpsals The Gvernance Cmmittee will review and make recmmendatins t the Bard with respect t any prpsal prperly presented by a sharehlder fr inclusin in the Cmpany s annual prxy statement. The Gvernance Cmmittee may als, as apprpriate in light f the subject matter f the prpsal, refer any such prpsal t any ther Cmmittee f the Bard fr purpses f such review and recmmendatins. In cnsidering a prpsal, any applicable Cmmittee f the Bard may seek input frm an independent advisr and/r legal cunsel. After cnsideratin by the Bard f Directrs, the sharehlder prpnent will be ntified f the cnclusin f the Bard. 32. Cnfidential Vting It is the Cmpany s plicy t prtect the cnfidentiality f sharehlder vtes thrughut the vting prcess. The plicy in this regard shall be disclsed in the Cmpany s annual prxy statement.

8 Other Guidelines and Plicies In additin t these Principles and the Cmmittee charters, the Bard and its Cmmittees will frm time t time establish perating prcedures, guidelines and plicies that pertain t their respective versight functins. The Secretary f the Cmpany is charged with maintaining cpies f these guidelines and plicies. Adpted by the Bard f Directrs with effect as f January 28, 2010, as amended n December 15, 2011, December 13, 2012 and February 7, 2013.

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