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The Chief Ethics and Compliance Officer is primarily responsible for managing �������’s ethics and compliance program and for assisting �������’s Board of Directors (the “Board”) in fulfilling its oversight duties with regard to our compliance with applicable laws, regulations and accounting standards, and the dissemination of true and accurate information. In this regard, the Chief Ethics and Compliance Officer has access directly to the Governance and Nominating Committee and the Audit Committee of the Board, and works with other Board committees as necessary, to facilitate the Board’s oversight responsibilities.

The responsibilities and duties of the Chief Ethics and Compliance Officer include, without limitation, the following:

1. Working with the CEO, General Counsel and the Governance and Nominating Committee to evaluate and define the goals of �������’s ethics and compliance program in light of trends and changes in laws which may affect �������’s compliance with laws relating to disclosure of the �������’s risk exposure;
   
   
2. Managing and overseeing �������’s ethics and compliance program, implementing policies, procedures and related activities to prevent illegal, unethical and improper conduct, implementing procedures for monitoring and evaluating the program’s performance, and communicating with and informing the Governance and Nominating Committee regarding progress toward meeting program goals;
   
   
3. Advising the Governance and Nominating Committee and the Audit Committee and acting as the liaison among the executive officers, the Board, and the Governance and Nominating Committee and the Audit Committee, in which capacity the Chief Ethics and Compliance Officer: (a) is primarily responsible for assessing organizational risk for misconduct and noncompliance with applicable laws and regulations; (b) reports material risks relating to compliance issues to the Governance and Nominating Committee and/or the Audit Committee as appropriate; and (c) makes written recommendations for further evaluation and/or remedial action;
   
   
4. Preparing quarterly written reports to the Governance and Nominating Committee and the Audit Committee evaluating material risks concerning �������’s regulatory compliance, and where necessary, recommending remedial action;
   
   
5. Working with the Audit Committee and, if the Chief Ethics and Compliance Officer is not also the General Counsel, �������’s General Counsel to evaluate and discuss regulatory compliance, which includes meeting with the General Counsel and the Audit Committee each quarter to discuss ongoing and potential compliance issues; and
   
   
6. Overseeing employee compliance training.