Corporate Governance Guidelines

Highlights

Guidelines include the following:

• It is the strong sense of the Board that its membership be predominantly non-employee directors who, at a minimum meet the criteria for independence required by NASDAQ.
• The Board has adopted additional independence criteria set forth in the Guidelines.
• Each regularly scheduled Board meeting will include an executive session of independent directors.
• The Board conducts an annual evaluation of itself, its committees and each individual director.
• The Board expects BMC directors and officers to exhibit the highest standards of ethical behavior and to set an ethical tone for BMC.
• To discharge effectively their oversight duties, the Board has direct access to management.
• Members of BMC’s Board are elected annually by the stockholders.
• Generally, a director will not be nominated to a new term if he or she would be age 70 or older at the time of the election; provided, that such director has had the opportunity to serve at least five years as a director.
• The Board is committed to a diversified membership.

Complete Corporate Governance Guidelines