Our Governance Principles contemplate that a significant majority of the Board should consist of independent directors and that a director will generally be considered 'independent' if he or she is not a current employee, does not receive remuneration from the company other than by virtue of his or her service as a Director, does not have a business relationship with the company and meets the legal and regulatory requirements (e.g., SEC, the applicable stock exchange, Internal Revenue Code) for the definition of independence relative to Board committee service. Based on the review and recommendation of the Corporate Governance Committee, the Board has determined that all of the current directors are independent under this definition, with the exception of Mr. Keating, the company's Chairman, President and CEO. The Board has also determined that all members of the Corporate Governance, Audit, Personnel & Compensation and Finance Committees satisfy the relevant SEC, the applicable stock exchange and Governance Principles' independence requirements.
There were no transactions, relationships or arrangements not disclosed in this proxy statement under the caption "Transactions with Related Persons" that were considered by the Board in determining the independence of any of its members.