• 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 Responsibilities

• Review and Approve Strategic Direction, Operating Plans and Significant Corporate Actions. The Board reviews and approves ATI’s strategic plan, yearly goals and an annual operating plan for the Company. The Board also reviews and approves significant corporate actions, including the declaration of dividends and major transactions.
  
  
• Monitor Company Performance. On an on-going basis during the year, the Board monitors ATI’s performance against its annual operating plan and reviews ATI’s financial performance.
  
  
• Evaluate the CEO. The Personnel and Compensation Committee evaluates annually the performance of the CEO based on objective criteria, including the performance of the business and the accomplishment of strategic goals and objectives, and such factors as leadership, planning, and people development. The results of the evaluation are communicated to the CEO at an executive session of the Board. The Compensation Committee uses the results of the evaluation in the course of its deliberations regarding the compensation of the CEO.
  
  
• Review and Approve Executive Compensation. The Compensation Committee, in consultation with the non-management directors, reviews and approves the compensation of the CEO, and the Committee reviews and approves the compensation plans for other members of senior management, to ensure they are appropriate, competitive and properly reflect ATI’s goals and objectives. Annually, the CEO meets with the Compensation Committee to develop appropriate goals and objectives for the annual and longer-term executive incentive plans, which are then reviewed with the entire Board.
  
  
• Review and Approve Management Succession Planning. The Personnel and Compensation Committee and the Board periodically review ATI’s management succession plans. They also regularly review policies and procedures for the selection and evaluation of the CEO, as well as policies regarding timely and efficient transfer of responsibilities in the event of an emergency. The Committee may also consider potential successors to the CEO and other key members of the senior management of the Company in accordance with the Company’s management succession plans.
  
  
• Advise and Counsel Management on Significant Issues. The Board is responsible for utilizing the broad range of experiences and perspectives of directors to advise and counsel management, both in meetings and in informal consultations, on significant issues facing ATI.  The Board has the authority, as it deems appropriate, to independently engage outside legal, accounting or other advisors or consultants in furtherance of its responsibilities. 
  
  
• Monitor Ethical and Legal Compliance. The Board, with the assistance of the Audit Committee, monitors ethical and legal compliance by ensuring that processes are in place for maintaining the integrity of the Company, including the integrity of the financial statements and compliance with ATI’s Corporate Guidelines for Business Conduct and Ethics, a copy of which is published on ATI’s website. The Board also monitors developments in corporate governance practices and implements any further practices that contribute to the integrity of the Company’s commitment to ethical and legal compliance.