The fundamental responsibility of the Board of Directors is to promote the best interests of the Company and its shareholders by overseeing the management of the Company’s business and affairs. In doing so, directors have two basic obligations to the Company and its shareholders: (1) the duty of care, which generally requires that directors exercise appropriate diligence in making decisions and in overseeing management of the Company, and (2) the duty
of loyalty, which generally requires that directors make decisions based on the best interests of the Company and its shareholders and without regard to any personal interest.