• Role of the Board and Management
• Board Membership Matters
• Board Structure, Operations and Meetings
• Board Committees
• Board Responsibilities
• Board Relationship to Senior Management
• Re-Pricing of Stock Options
• Disclosure and Review of Corporate Governance Guidelines
• Annex A- Independence Standards

Board Committees

1. Number and Type of Committees. The Board has five standing committees – an Audit Committee, a Finance Committee, a Nominating and Governance Committee, a Personnel and Compensation Committee (sometimes called the “Compensation Committee”) and a Technology Committee. The Board may add new committees or remove existing committees as it deems advisable for purposes of fulfilling its primary responsibilities.
   
   Only independent directors are permitted to serve on the Audit Committee, the Compensation Committee, and the Nominating and Governance Committee. Audit Committee members must meet an additional independence standard under the New York Stock Exchange rules. Specifically, Audit Committee members may not receive any compensation from the Company other than their directors’ compensation.
   
   Each committee has a written charter that describes its responsibilities. The current charters of each committee are published on ATI’s website and will be mailed to stockholders upon written request. The current charters of each committee will be amended from time to time to include such other provisions as may be required by applicable law or corporate governance rules of the Securities and Exchange Commission or the New York Stock Exchange, or to include such other provisions as may be determined by the Board to be necessary or appropriate under the circumstances in light of then current practices.
   
   Each of the Audit Committee, the Compensation Committee, and the Nominating and Governance Committee has the authority, as it deems appropriate, to independently engage outside legal, accounting or other advisors or consultants. In addition, each committee annually conducts a review and evaluation of its performance.
   
   A summary of the responsibilities of each committee follows:
   
   

   Audit Committee. The Audit Committee assists the Board’s oversight of the integrity of ATI’s financial statements, ATI’s compliance with legal and regulatory requirements, the qualifications and independence of ATI’s independent auditors, and the performance of ATI’s internal audit function and independent auditors. The committee has authority to appoint ATI’s independent auditors.

   
   
   

   Finance Committee. The Finance Committee makes recommendations and provides guidance to the Board regarding major financial policies of the Company. It also serves as Named Fiduciary of the employee benefit plans maintained by the Company.

   
   
   

   Nominating and Governance Committee. The Nominating and Governance Committee is responsible for overseeing corporate governance matters. It conducts an annual evaluation of how the Board is functioning as a whole. It also recommends to the Board individuals to be nominated as directors. This includes evaluation of new candidates as well as evaluation of current directors who are being considered for re-election. This committee is also responsible for administering ATI’s director compensation programs. The Committee also performs other duties as are described in these guidelines.

   
   
   

   Personnel and Compensation Committee. The Personnel and Compensation Committee reviews and approves corporate goals and objectives relevant to CEO compensation, evaluates the CEO’s performance in light of those goals and objectives and determines and approves the CEO’s compensation level (either as a committee or together with the other independent directors, as directed by the Board) based on this evaluation. The Personnel and Compensation Committee determines and approves the level of non-CEO executive officer compensation and makes recommendations to the Board with respect to incentive-compensation plans and equity-based plans that are subject to Board approval. The Personnel and Compensation Committee also administers ATI’s incentive compensation plans.

   
   
   

   Technology Committee. The Technology Committee reviews changing technologies and evaluates how they affect the Company and its technical capabilities.

   
   
   

   
   
   
2. Appointment and Rotation of Committee Members. The Nominating and Governance Committee is responsible, after consultation with the Chairman, for recommending to the Board the assignment of Board members to the various committees, including the chair of each committee, taking into account each director’s particular experience and knowledge of the Company and the preferences of each director. The Board appoints annually the members of the committees and committee chairs.
   
   While rotating committee members will be considered periodically, the Board does not believe that rotation should be mandated as a policy because there are significant benefits attributable to continuity, experience gained in service on particular committees and utilizing effectively the individual talents of Board members.
   
   
3. Frequency and Length of Committee Meetings. Subject to any requirements in the applicable charter regarding the frequency of committee meetings, each committee chair, in consultation with committee members, determines the frequency and length of the meetings of the committee, taking into account the duties and responsibilities of the committee.
   
   
4. Committee Agenda, Background Materials and Reports. The chair of each committee, in consultation with the appropriate members of management and staff, develops the committee’s agenda. Committee members receive agendas and other information, to the extent practicable, in sufficient time before the committee meetings so they will have an opportunity to prepare for discussion of the items at the meeting.
   
   The agenda for each committee meeting is distributed to other members of the Board at the same time that it is distributed to committee members. Minutes of each committee meeting are provided to each Board member to assure that the Board remains fully apprised of topics discussed and actions taken. The chair of each committee also regularly reports at Board meetings on the matters the committee considered and acted upon since the previous Board meeting.