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ROCKWOOD HOLDINGS, INC.Procedures for Stockholders Communication I. IntroductionIt is the policy of Rockwood Holdings, Inc. (the “Company’) to facilitate stockholder communications to the Board of Directors of the Company. Accordingly, the Corporate Governance and Nominating Committee of the Board of Directors of the Company has adopted the following procedures for stockholders to communicate with the Board of Directors of the Company. II. Procedures for CommunicatingAny stockholder may communicate with (i) the Board of Directors as a whole, (ii) the independent directors as a group, (iii) the Presiding Director of executive sessions of non-management directors, (iv) any other individual member of the Board of Directors, or (v) any committee of the Board of Directors by submitting those communications to the appropriate person or group:
Stockholder Communication to the Board of Directors
Each communication should state the full name of the stockholder and, if the stockholder is not a record holder of the Company’s stock, should be accompanied by appropriate evidence of stock ownership (such as an accounting statement showing ownership of the Company’s stock). The communication should also state the address (email or street) of the stockholder to facilitate a response to the stockholder, if appropriate. Inappropriate communications, such as communications not related to the duties or responsibilities of the Board of Directors, will not be forwarded to the named person or group. III. Procedures Upon Receiving CommunicationsThe Senior Vice President, Law & Administration will maintain a log of all communications other than those addressed to the Presiding Director, for inspection and review by any Board member. The Senior Vice President, Law & Administration will maintain a separate log of all communications addressed to the Presiding Director, for inspection and review by the Presiding Director. Each log will identify (i) identify the name of the stockholder submitting the communication, (ii) the date of the communication, (iii) provide a brief statement concerning the subject matter of the communication and (iv) indicate any action taken with respect to the communication. The Senior Vice President, Law & Administration will retain copies of all communications for a period of three years following receipt. All stockholder communications that are not inappropriate received by the Senior Vice President, Law & Administration will be forwarded to the appropriate person or group. In addition, the receipt of any accounting, internal controls or audit-related complaints or concerns will be forwarded to the Audit Committee. An acknowledgement will be sent to each stockholder that submits a communication that is not inappropriate. The acknowledgement will indicate that such communication will be forwarded to the appropriate person or group, but that it is not the practice of the directors to respond to each communication. IV. Modification of Policies and ProceduresThe policies and procedures set forth herein may be modified at any time as may be determined by the Committee. |
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