Conflict of Interest Statement

Please read the Conflict of Interest Statement below as it contains important information on how Glass Lewis manages and discloses potential conflicts of interest.

Glass Lewis avoids conflicts of interest to the maximum extent possible, and in situations where a conflict is not avoidable, makes specific and prominent disclosure of the potential conflict.  Glass Lewis does not enter into business relationships that may conflict with its mission to serve institutional participants in the capital markets with objective advice and services. Glass Lewis does not offer consulting services to corporate issuers or directors, or to proponents of shareholder proposals or dissident shareholders in control contests.

Glass Lewis is co-owned by the Ontario Teachers’ Pension Plan Board (“OTPP”) and Alberta Investment Management Corp. (“AIMCo”). While both OTPP and AIMCo are clients of Glass Lewis, neither OTPP nor AIMCO is involved in the day-to-day management of Glass Lewis’ business; Glass Lewis operates as an independent company separate from OTPP and AIMCo. Moreover, Glass Lewis excludes OTPP and AIMCo from any involvement in the formulation and implementation of its proxy voting policies and guidelines, and in the determination of voting recommendations for specific shareholder meetings. When either OTPP or AIMCo has a reportable stake in a corporate issuer, Glass Lewis discloses the conflict on the cover of the relevant research report.

Glass Lewis has a Research Advisory Council (“RAC”), an independent external group of prominent industry experts, to ensure that Glass Lewis’ proxy voting policies are comprehensive, well-reasoned and reflective of current global governance and regulatory practices and developments. The RAC also helps Glass Lewis ensure that its research is independent and is consistently of high quality. The RAC, chaired by David Nierenberg, Founder of The D3 Family Funds, and supported by Aaron Bertinetti, Vice President of Research and Engagement, includes the following experts in the fields of corporate governance, finance, law, management, investments and accounting: Charles A. Bowsher, former Comptroller General of the U.S. and RAC Chair Emeritus; Kevin J. Cameron, co-founder and former President of Glass Lewis; Jesse Fried, Professor of Law at Harvard Law School; Bonnie Hill, President of B. Hill Enterprises and co-founder of Icon Blue, Stéphanie Lachance, Vice President, Responsible Investment, and Corporate Secretary of PSP Investments; and Carla Topino, former Associate Vice President, European and Emerging Markets Policy of Glass Lewis. Neither OTPP nor AIMCO is represented on the RAC, nor do they play any part in nominating or appointing RAC members.

In addition to disclosing any potential conflicts relating to Glass Lewis’ ownership, Glass Lewis maintains conflict management procedures to mitigate potential conflicts when: (i) an issuer contacts Glass Lewis directly with a request to purchase a copy of its report; (ii) an employee or a relative of an employee of Glass Lewis or any of its subsidiaries, a member of the RAC, or a member of Glass Lewis’ Strategic Committee, whose members include Glass Lewis owner representatives and former employees, serves as an executive or director of a public company; (iii) an institutional investor customer of Glass Lewis is a public company or is affiliated in some way to an issuer (e.g. division, branch, subsidiary, etc.); (iv) a Glass Lewis customer submits a shareholder proposal, is a dissident shareholder in a proxy contest, or is otherwise publicly soliciting shareholder support for or against a director or proposal.

Glass Lewis believes the onus should be on the conflicted party to disclose any and all potential conflicts. Therefore, Glass Lewis provides specific, prominent disclosure describing the nature of any conflict in each Proxy Paper research report, allowing clients and any other party that accesses the report (e.g. the media) to review potential conflicts at the same time they review Glass Lewis’ research, analysis and voting recommendations. In each of the instances described above, Glass Lewis discloses the existence of a potential conflict to its customers on the cover of the relevant research report and describes the exact nature of the conflict in the appendix to the report.

For more detailed information on specific procedures, please refer to Glass Lewis’ Statement of Compliance to the Best Practice Principles for Providers of Governance Research & Analysis, available at Glass Lewis’ website, and Glass Lewis’ Conflict Management Procedures, available upon request.

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