The Board is comprised of a majority of Directors who qualify as independent Directors. The Board will make a determination as to each Director's independence broadly considering all relevant facts and circumstances. However, the Board has adopted categorical standards to assist it in making the independence determination. Under these categorical standards, a Director shall be presumed not to have a material relationship with the Company or any of its consolidated subsidiaries, and thus be presumed to be independent, if:
The Board annually reviews the relationships that each Director has with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company) to insure compliance with NYSE listing standards and requirements otherwise imposed by law or regulation and the foregoing categorical standards. Following this review, only those Directors who the Board affirmatively determines have no material relationship with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company) will be considered independent Directors under such standards, law or regulation and such categorical standards.
Our Board has determined that based upon this standard 8 of 10 of our directors are independent. The independent Directors are Jeffery J. Brown, Kevin G. Byrnes, Constance J. Hallquist, Michael A. Hoer, Carl E. Sassano, Scott Schlackman, Andrea B. Thomas, and Ming Xian. The directors that are not independent are our Chairman Michael C. MacDonald and our Chief Executive Officer Daniel R. Chard.