The Bregton Company's business is conducted by its employees, managers and corporate officers led by the chief executive officer, with oversight from the Board of Directors. The Board's Governance, Organization and Nominating Committee periodically reviews the Company's corporate governance principles and current practices.

The Board and the corporate officers recognize that the long-term interests of the company are advanced when they are responsive to the concerns of communities, customers, employees, public officials, shareholders and suppliers.

Additionally, the Board has adopted a Code of Ethical Business Conduct to focus the Board and each Director on areas of ethical risk, provide guidance to help them continue to effectively recognize and deal with ethical issues, enhance existing mechanisms to continue the reporting of unethical conduct, and help to continue to foster and sustain a culture of honesty and accountability.

Governance Principles

The following principles have been approved by the board of directors and, along with the charters and key practices of the board committees, provide the framework for the governance of Bregton.

The board recognizes that there is an ongoing and energetic debate about corporate governance, and it will review these principles and other aspects of Bregton governance annually or more often if deemed necessary.

• Role of Board and Management
• Functions of Board
• Qualifications
• Independence of Directors
• Size of Board and Selection Process
• Board Committees
• Independence of Committee Members
• Meetings of Non-Management Directors
• Board Leadership
• Self-Evaluation
• Setting Board Agenda
• Ethics and Conflicts of Interest
• Reporting of Concerns to the Audit Committee
• Compensation of the Board
• Succession Plan
• Annual Compensation Review of Senior Management
• Access to Senior Management
• Access to Independent Advisors
• Directors’ Education
• Policy on “Poison Pills”
• Majority Vote Standard
• Stock Ownership Requirements
• Shareowner Approval of Severance and Death Benefits
• Potential Impact on Compensation from Executive Misconduct

Review of Principles

The Governance Committee periodically shall review these Principles and recommend changes to the Board, as appropriate.

In addition, each director may at any time suggest changes to these Principles for consideration by the Governance Committee.