• 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

Role of the Board and Management

The core responsibility of the directors is to exercise their business judgment in good faith in what they reasonably believe to be in the best interests of the Company and its stockholders. Both the Board and management recognize that the long-term interests of ATI are advanced by recognition of the concerns of other constituencies, including employees, customers, suppliers and the communities in which ATI operates.

Serving on a board requires significant time and attention on the part of directors. Consistent with the importance of the Board’s responsibilities, each director is expected to be familiar with ATI’s business and public disclosures, to review carefully materials distributed to the Board, and to attend and participate in meetings of the Board and all committees on which the director serves.

The Board is not involved in day-to-day operations. Members of the Board keep informed about the Company’s business through discussions with the senior management and other officers and managers of the Company and its subsidiaries, by reviewing analyses and reports sent to them, and by participating in Board and committee meetings.