• 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 Membership Matters

1. Board Size. ATI’s Bylaws provide that the Board determines the number of directors. The Board periodically reviews the appropriate size of the Board in light of then existing circumstances, including (i) the Board’s need for directors with specific qualities, skills, experience or background; (ii) the availability of qualified candidates; (iii) committee workloads and membership needs; and (iv) anticipated retirements or resignations of existing directors. It is expected that new directors that the Board appoints to the Board will stand for election by the stockholders for a vote at the next Annual Meeting of Stockholders.
   
   
2. Independence.  At least 75% of ATI’s directors are, and at least a substantial majority of ATI’s directors will be “independent” under the New York Stock Exchange definition of independence and the Company’s board independence standards set forth in Annex A to these guidelines. A director is “independent” only if the director is a non-management director and, in the Board’s judgment, does not have a material relationship with the Company or its management. The Board shall undertake an annual review of the independence of all non-employee directors. The Board will make its determination that a director is independent following a review of all relevant information, including any information that directors are asked to provide the Board regarding the director’s business and other relationships with the Company and its affiliates and with senior management of the Company and their respective affiliates, and a recommendation of the Nominating and Governance Committee. Directors have an affirmative obligation to inform the Board of any material changes in their circumstances or relationships that may impact their designation by the Board as “independent.”
   
   
3. Business Relationships with Directors. All business relationships between a director (including any member of a director’s immediate family) and the Company shall be evaluated in accordance with the Statement of Policy with respect to Related Party Transactions.
   
   
4. Selection of Board Members. ATI’s certificate of incorporation divides Board members into three classes. The directors in each class are elected to serve for a three-year term.
   
   The Board is responsible for recommending director nominees to the stockholders and for selecting directors to fill vacancies between stockholder meetings. The Nominating and Governance Committee recommends candidates to the Board. Stockholders may nominate candidates for election to the Board by following the procedures described in ATI’s certificate of incorporation. It requires that notice be received by the Corporate Secretary not less than 75 days and not more than 90 days before the first anniversary of the date of the preceding year’s annual meeting. The notice must contain certain information about the nominee, including his or her age, address, occupation and share ownership, as well as the name, address and share ownership of the stockholder giving notice.
   
   
5. Board Membership Criteria. In addition to the independence and other general criteria set forth in these guidelines, nominees for director are generally selected on the basis of the following criteria: their business or professional experience, recognized achievement in their respective fields, their integrity and judgment, their ability to devote sufficient time to the affairs of the Company, the diversity of their backgrounds and the skills and experience that their membership adds to the overall competencies of the Board, and the needs of the Company from time to time. Nominees must also represent the interests of all stockholders.
   
   The Nominating and Governance Committee is responsible for evaluating on an ongoing basis all directors and director candidates in order to assure that talents, skills and other characteristics that are needed to ensure the Board’s effectiveness are possessed by an appropriate combination of directors. As part of the Board’s process for identifying and evaluating candidates for director, the Nominating and Governance Committee will conduct individual reviews of current directors whose terms are nearing expiration, but who may be proposed for re-election, in light of the considerations described above and their past contributions to the Board.
   
   The Board is responsible for determining whether one or more members of the Audit Committee are "audit committee financial experts," as contemplated by applicable rules of the SEC under Section 407 of the Sarbanes-Oxley Act of 2002. Under the Audit Committee Charter, the Board of Directors shall endeavor to appoint at least one member to the Audit Committee who is an "audit committee financial expert" as defined by the SEC. The Nominating and Governance Committee will coordinate closely with the Board in evaluating the background and experience of existing Board members and potential Board nominees to satisfy this responsibility.
   
   
6. Mandatory Retirement Age ATI’s directors retire from the Board at the end of the term of office that follows their 72nd birthday.  If a director will reach their 72nd birthday during their subsequent term, the Nominating and Governance Committee should take this fact into account in determining whether to recommend the nomination of the director.
   
   
7. Term Limits The Board has decided not to adopt arbitrary term limits for its directors. As an alternative to term limits, the Nominating and Governance Committee, in consultation with the Chairman and the Chief Executive Officer, reviews each director’s continuation on the Board near the end of the director’s existing term. The Board recognizes that directors who have served on the Board for an extended period of time can provide valuable insight into the operation and future of the Company based on their experience with and understanding of the Company’s history, policies and objectives.
   
   
8. Directors Who Change Their Positions. A director who undergoes a significant change in his or her principal occupation or responsibilities (including retirement) should give written notice to the Board, specifying the details of the change and volunteering to resign from the Board, as soon as feasible. This gives the Board, through the Nominating and Governance Committee, the opportunity to review the continued appropriateness of the director’s membership on the Board and each applicable Board committee under the circumstances.
   
   
9. Limitations on Other Board/Committee Service.   While the Board does not believe that its non-management members should be categorically prohibited from serving on boards and/or committees of other organizations, the Board believes that Board members should not simultaneously serve on the boards of directors of more than three other public companies. The Nominating and Governance Committee and the full Board will take into account the nature of and time involved in a director’s service on other boards in evaluating whether an individual director should be nominated for re-election to the Board. In addition, directors should notify the Chairman, the Chairman of the Nominating and Governance Committee and the Corporate Secretary before accepting a seat on the board of another business organization, in order to avoid potential conflicts.
   
   The Audit Committee Charter provides that Committee members shall not simultaneously serve on the audit committees of more than three other public companies unless the Board determines that such simultaneous service would not impair the director’s ability to effectively serve on ATI’s Audit Committee. Such determinations will be disclosed in ATI’s annual proxy statement.
   
   The CEO must obtain the approval of the Nominating and Governance Committee before accepting an invitation to serve on the board of another public company.