Corporate Governance Guidelines
1. Director Qualification Standards
At least three members of the Board of Directors of the General Partner must qualify as independent directors in accordance with the applicable provisions of the Securities Exchange Act of 1934, the rules promulgated thereunder and the applicable rules of the Nasdaq Stock Market.
2. Director Responsibilities
The business of the Partnership is managed by or under the direction of the Board of Directors of the General Partner, as the general partner of the Partnership. Directors should exercise their business judgment to act in what they reasonably believe to be in the best interest of the Partnership and in a manner consistent with their fiduciary duties. Directors should regularly attend meetings of the Board of Directors and of all Board committees upon which they serve. To prepare for meetings, directors should review the materials that are sent to them in advance of those meetings.
The requirement for executive sessions, where non-management directors (i.e., directors who are not company officers but who do not otherwise have to qualify as "independent" directors) meet without management participation shall be fulfilled by executive sessions of the Audit Committee of the Board. The Chairman of the Audit Committee shall preside as Chairman during such sessions.
The Board shall at all times maintain an Audit Committee and a Conflict Committee which shall operate in accordance with the Partnership's Partnership Agreement, and the then applicable laws and rules of the Securities and Exchange Commission and the Nasdaq Stock Market or such other national exchange on which the Partnership has listed its securities. The Board may also establish such other committees as it deems appropriate and delegate to such committees such authority permitted by applicable law and the Corporation's by-laws as the Board sees fit.
3. Director Access to Management and Independent Advisors
The Corporation shall provide each director with complete access to the management of the Partnership, subject to reasonable advance notice to the Corporation and reasonable efforts to avoid disruption to the Corporation's management, business and operations. The Board and its committees, to the extent set forth in the applicable committee charter, have the right to consult and retain independent legal and other advisors at the expense of the Corporation.
4. Director Compensation
The Board shall review and determine the form and amount of director compensation, including cash, equity-based awards and other director compensation on an annual basis. In connection with the determination of director compensation, the Board shall have regard to the fact that questions may be raised when directors' fees and benefits exceed what is customary. Similarly, the Board will be aware that the independence of directors could be questioned if substantial charitable contributions are made to organizations in which a director is affiliated. The Board will critically evaluate each of these matters when determining the form and amount of director compensation, and the independent status of a director.
5. Director Orientation
New directors will be provided with an orientation program that includes written information about the business and operations of the Partnership, copies of the Partnership Agreement, Corporate Governance Guidelines, Charter of the relevant Committee (if applicable) and documents from recent board/committee meetings. The new director will also have the opportunity for meetings and discussions with other directors and senior management. The details of the orientation of each new director will be tailored to that director’s individual needs and areas of interest.
6. Compensation Allocation
The Board shall approve by a majority vote of the independent directors the portion of the President and Chief Executive Officer's compensation to be allocated to the Partnership's costs.
7. Annual Performance Evaluation of the Board
The Board will conduct an evaluation of its performance annually to determine whether it and its committees are functioning effectively. The full Board will discuss the evaluation to determine what, if any, action could be taken to improve Board and Board committee performance. The Board shall review these Corporate Governance Guidelines on an annual basis to determine whether any changes are appropriate.
8. Amendment, Modification and Waiver
These Guidelines may be amended, modified or waived by the Board, subject to the disclosure and other provisions of the Securities and Exchange Act of 1934, the rules promulgated thereunder and the applicable rules of the Nasdaq Stock Market.
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