1. Mission of Nikko Asset Management

The mission of Nikko Asset Management (hereinafter referred to as "Nikko AM") is to strive for medium- to long-term growth of the funds that investors entrust Nikko AM to manage. Furthermore, with a growing awareness of the necessity of shareholder-oriented business management, Nikko AM believes that by participating in the corporate governance of an "invested company" (a company in which we invest) through the exercise of its voting rights as the representative of the investors, Nikko AM will contribute to the growth of the investors�Eprofit, from a long-term perspective.

2. Basis of corporate governance

In a joint-stock corporation, the shareholders, who are its investors, do not directly engage in the management of the business. Accordingly, the abuse of authority by corporate managers, infringement of shareholder interests, and similar problems inevitably arise. To resolve problems such as these, Nikko AM believes that it is important to establish good cooperative relationships with stakeholders other than shareholders, including consumers, creditors, employees, business clients, and people in the community where the business is located, and to direct the company's decision-making mechanism, corporate management methods, and administrative body monitoring and supervision methods in a direction that respects the interests of shareholders. Nikko AM advocates the appointment of outside directors as leaders in the protection of shareholder interests in areas such as company decision-making, corporate management, and administrative body monitoring and supervision. Also, Nikko AM expects invested companies to be responsible for satisfactorily disclosing business information and being accountable to shareholders and other related parties.

3. Exercise of voting rights

Exercising one's right to vote in an invested company is an important means to increase the value of the company and prevent tarnishing the company's value. Nikko AM is aware that it is expected to exercise its right to vote appropriately in order to fulfill its assigned fiduciary responsibility as well. Nikko AM exercises its voting rights solely for the benefit of the investor (namely, the Beneficiary of an investment trust or Customer of an investment advisory contract) from an independent standpoint. Nikko AM does not vote for the benefit of itself or third parties other than the investors. Nikko AM has established "principles of corporate governance" by which a company should abide. By exercising its right to vote in invested companies in accordance with those principles, Nikko AM seeks to have such companies operate in a manner that gives the utmost consideration to its shareholders' interests over the long term.

1. Purpose of joint-stock corporation

The business objective of a joint-stock corporation should be to maximize the shareholders�Einterests. Of course, in modern society in which a company has a social presence, there is an undeniable need to also take into account the interests of stakeholders other than just shareholders. However, maximization of shareholder interests should not be regarded as something that is at odds with the interests of stakeholders other than shareholders; rather, it can be achieved by establishing good cooperative relationships with such stakeholders. Also, securing and maintaining the interests (benefit) of the shareholder is something that should be aimed for through the company's governance mechanism. On the other hand, the interests of the stakeholder can also be secured and maintained through means such as contracts between the company and stakeholders (such as labor agreements between employees and the company) and specific legal regulations (such as labor laws and environmental pollution laws). If the company must also strive to maximize the benefits to stakeholders in addition to the benefits to shareholders, there can be expected to be situations in which it will be difficult to conclude which of the conflicting interests should be given priority and, ultimately, the company will not be able to fulfill its social responsibility in all situations. The company's social responsibility, too, in principle, should be fulfilled as part of its efforts to pursue profit.

2. Board of directors

(1)	To achieve effectively functioning corporate governance, it is necessary to separate the operational execution functions and supervisory functions. Also, each director should appropriately perform, from the perspective of the shareholders�Einterests, the functions of supervising and managing those who execute the company's business.
(2)	The membership of the board of directors should consist only up to a number that enables sufficient discussion among the directors and that enables quick, timely, and appropriate decision-making.
(3)	Preferably, at least one-third of all directors should be an outside director. Outside directors must have complete "independence," that is, no stake in the given company. It is also necessary to satisfactorily explain that they are not affiliated with the parent company or a business client.
(4)	In principle, a shift to committee-system-based companies shall be actively encouraged.

3. Board of auditors (audit committee)

(1)	It is important for auditors (audit commissioners) and accounting auditors to have "independence" from the given company; and when they are to be appointed, it is necessary to satisfactorily explain that fact to the shareholders.
(2)	The board of auditors (audit committee) is a body that supervises the execution of the directors' duties. Therefore, it must appropriately perform its supervisory function based on validity audits that cover overall operations, and not limit its work to legality audits.

4. Responsibility for information disclosure and accountability

(1)	The board of directors must disclose timely and appropriate information to shareholders and creditors regarding the company's business performance and financial status, and must actively fulfill its obligation to explain such information.
(2)	Each director must present sufficient information to the board of directors and board of auditors (audit committee) to determine the legality and validity of executing their duties.

5. Compensation for directors

(1)	Criteria by which to determine the individual amounts of compensation should be disclosed if possible. Also, the amount of compensation should be at a level that corresponds to the company's performance and profit that is distributed to shareholders.
(2)	In principle the introduction of incentive compensation based on business performance shall actively be encouraged as a substitute for fixed compensation.
(3)	The amount of director compensation can be a source of valuable information when the reappointment resolution for a given director is being considered. Thus, it would seem to be desirable to disclose this information individually, including noncash compensation as well.

6. Dividend policy

(1)	The policy on dividends is thought to be one of the most important policies of a company. Dividends are required to be provided in balance with compensation for directors, employee pay and benefits, and future business plans, based on a comprehensive consideration of current-term and future business performance, and the future business environment.
(2)	The dividend policy should be implemented from a medium- to long-term perspective with priority given to the interests of shareholders. Furthermore, an appropriate return to shareholders is required for invested companies that secure larger than necessary internal reserves even when specific future business development has not been planned.

7. Change of business strategy

When a company wishes to change an important business strategy or change a management policy that will have a large effect on the interests of shareholders, the approval of the shareholders will be necessary before the change can be adopted. Moreover, sufficient information and time must be given so that the shareholders can make a proper decision.

8. Disputes over control

Nikko AM is basically opposed to resolutions aimed at maintaining the management's control of the company. That is because such resolutions are thought to perpetuate current management. In free capitalism, events such as stock trading and transfers of control should occur, regardless of whether they are of a hostile or friendly nature.

9. Social responsibility

The company must respect laws and regulations, and must also take into consideration the interests of consumers, creditors, employees, business clients, and other stakeholders in the community where the business is located. Also, the company should fulfill its obligation to society through various Corporate Social Responsibility (CSR) activities.

10. Nikko AM's responsibility to shareholders

Nikko AM, as a stable shareholder representing the investor, will make active efforts to exchange opinions with invested companies.

(Purpose)
Article 1	The purpose of these Guidelines is to establish decision-making procedures and judgment criteria pertaining to our company's voting guidelines, promote the systematic and consistent exercise of voting rights, and assure the faithful execution of our fiduciary responsibilities.
(Definitions)
Article 2	In these Guidelines the term "Voting Rights, etc." refers to shareholder rights under corporate law, including voting rights.
2.	In these Guidelines the term "Beneficiary" refers to the beneficiaries of each fund in investment trust operations.
3.	In these Guidelines the term "Customer" refers to each customer in investment advisor operations.
4.	In these Guidelines the term "Interests of the Beneficiary (Customer)" refers to the increase of shareholder value or the prevention of the tarnishing of such value.
(Presentation to Customer)
Article 3	When a Customer makes a request, these Guidelines shall be presented to such Customer. Also, the following items shall be disclosed on our company's website:
	(1)	Purpose of creating these Guidelines, and the concept that formed the basis for the voting instructions
	(2)	Voting instruction decision-making process, and the person who has the authority and responsibility for making a given decision
	(3)	Voting instruction judgment criteria
2.	When a policy on voting instructions from Customers has been presented, these Guidelines shall be presented to the Customer and the policy shall be adjusted subjectively and reasonably with the Customer.
(Person with decision-making authority)
Article 4	The Company shall establish a Voting Right Policy Committee. The Voting Right Policy Committee shall establish basic provisions pertaining to the voting instructions.
2.	The chairman of the Voting Right Policy Committee shall be responsible for making decisions regarding the voting instructions. Moreover, the chairman can direct the secretariat of the Committee to make decisions for him based on these Guidelines.
3.	If it is difficult to reach a decision on a resolution based on these Guidelines, the secretariat of the Committee shall leave the decision to the chairman or vice chairman.
(Types of instructions)
Article 5	Voting instructions for each resolution shall consist of either "approval," "opposition," or "abstention." "Carte blanche" shall not be given.
(Basic position)
Article 6	The Voting Right Policy Committee chairman, vice chairman, or secretariat of the Committee shall carefully examine each resolution in accordance with these Guidelines. If a resolution is regarded as being against the Interests of the Beneficiary or Customer, our company shall express its intent to "abstain" or "oppose," based on the degree of its opposition to the resolution, and otherwise shall issue voting instructions in accordance with the aim of these Guidelines.
2.	Voting instructions shall not be issued for the purpose of promoting the interests of one's self or a third party other than a Beneficiary or Customer.
(Nonuniform exercise)
Article 7	In principle, nonuniform voting instructions shall not be issued. This restriction may not apply, however, in the cases described in Article 11 and Article 12, paragraph 2.
(Report of instruction results)
Article 8	At least once a year, the secretariat of the Committee shall report the results of voting instructions to the Voting Right Policy Committee.
(Disclosure of instruction results)
Article 9	If the Voting Right Policy Committee requests the disclosure of the results of the voting instructions and the basis for the determination, the secretariat of the Committee shall disclose the contents of the voting instructions.
2.	If a Customer makes a disclosure request as set forth in the preceding paragraph, the contents of the voting instructions shall be disclosed only for the stock issues of the given Customer's assets that are being managed.
(Retention of instruction results)
Article 10	The secretariat of the Committee shall retain a copy of the instructions sheet, which shall include all of the results of the voting instructions.
2.	If there are uncertainties about a resolution, the secretariat of the Committee shall retain the notice to convene a general meeting of shareholders as well as materials containing the reason for the problem, reason for making the decision, and basis for making the decision.
3.	The period for retaining copies of instructions sheets shall be eleven (11) years, starting from the end of the month in which the general meeting of shareholders was held.
4.	Instruction results, notices to convene general meeting of shareholders, and informational materials containing reasons for given problems, reasons for making decisions, and the materials which formed the basis for making decisions for resolutions having uncertainties shall be retained for a period of six years, starting from the end of the month in which the general meeting of shareholders was held.
(Deferment of voting right)
Article 11	When a portion of his right to issue voting instructions is deferred by the Customer, and the Customer presents specific voting instructions to the Company, but the given instructions are determined clearly to be irrational, the Company shall strive to explain its opinion to the Customer.
(Managing of outsourced funds)
Article 12	Even when the exercise of investment instructions is entrusted to an outside party, the Company shall, in principle, issue voting instructions.
2.	Irrespective of the provisions in the preceding paragraph, if the outsourced party wishes to exercise the right to vote, that issue may be examined separately through negotiations with the outsourced party.
(Screening)
Article 13	Screening criteria shall be established as an aid to determine the reliability of a given company's management and to determine the necessity of conducting other careful examinations.
2.	Criteria for screening as set forth in the preceding paragraph shall include the following:
	(1)	Existence of an enormous fiscal deficit (The term "enormous fiscal deficit" refers to cases in which the ratio of current fiscal year’s profit to total assets exceeds -10%.)
	(2)	Passage of a long period since a dividend has been paid out (The term "long period" refers to a continuous period of at least five (5) fiscal years.)
	(3)	Occurrences of scandal
	(4)	Existence of an exceptional opinion by an accounting auditor or board of auditors
	(5)	Existence of nonpublic purchases
(Revision and abolition)
Article 14	Revision and abolition of these Guidelines shall be determined by the resolution of the Voting Right Policy Committee.

(Distribution of Dividends)
Article 15	Resolutions for distribution of dividends shall be approved except in cases in which the dividend level is clearly questionable. The following items shall be taken into consideration:
	(1)	Profit level of the given company
	(2)	Transient nature of profit
	(3)	Amount of internal reserves
	(4)	Investment opportunities
	(5)	Shareholder makeup
	(6)	Other resolutions
2.	If, in the cases specified in the preceding paragraph, the dividend level is clearly questionable, the following actions shall be taken:
	(1)	Unless there is a matter in which management responsibility is particularly in question, our company shall abstain from voting.
	(2)	If the management is materially at fault (for example, poor business performance or if a management plan or business plan is not achieved, and no rational explanation is given and no responsibility is taken for the poor performance or unachieved plan; same hereinafter), the resolution shall be opposed.
3.	If there is a shareholder proposal for distribution of dividends, the following actions shall be taken:
	(1)	If the shareholder proposal cannot be considered reasonable, the company's proposal shall be approved and the shareholders' proposal shall be opposed.
	(2)	If there is no large difference between the company's proposal and the shareholders' proposal, and both are considered to be within appropriate limits, the company's proposal shall be approved.
4.	With respect to a resolution which allows the board of directors to pass resolutions to distribute dividends, it shall be approved if it is determined that the board of directors is highly independent from operational execution.
(Changes to the articles of incorporation)
Article 16	Changes to the articles of incorporation can be approved in the following cases:
	(1)	There is a change in wording or form in connection with a law's amendment.
	(2)	The location of the head office changes.
	(3)	The business purpose is expanded or changed within reasonable limits.
	(4)	The reference date is not a day that is clearly disadvantageous to the shareholders.
	(5)	A change in the authorized number of directors, executive officers, and auditors has been comprehensively considered and corresponds rationally to the size of the company (such as market capitalization, comparison to similar-sized companies in similar industries, business performance, and compensation for directors).
	(6)	A director's term of office is made shorter than the legal time limit.
2.	Changes to the articles of incorporation other than the items listed in the preceding paragraph shall be carefully examined individually. If there is at least one item that should be rejected, the entire amendment proposal shall be opposed.
(Change of business year)
Article 17	A resolution aimed at changing the business year shall be approved if it is accompanied by a rational explanation and if it has no effect, or only a minor effect, on business performance. The change shall be opposed, however, if its primary purpose is to postpone a regularly scheduled general meeting of shareholders.
(Introduction of committee-system-based company program)
Article 18	Resolutions aimed at introducing a committee-system-based company program shall be approved. If, however, an outside director is affiliated with the parent company or with an important business client and his or her independence as an outside director is in question, a careful examination shall be conducted from a comprehensive perspective.
(Change of resolution requirements)
Article 19	The tightening or easing of resolution approval requirements shall be opposed unless such action is accompanied by a satisfactory explanation that it is necessary and will not harm shareholder value.
2.	Resolutions that tighten the approval requirements for special resolutions, such as increasing the quorum or requiring resolutions to have the consent of all shareholders (a so-called "super majority") shall be opposed.
(Appointment of directors)
Article 20	Proposals for director appointments shall be approved. In the following cases, however, they shall be carefully examined and either opposed or the Company shall abstain from voting:
	(1)	It is determined that there are personal character issues or other problems that may make the candidate unsuitable as a director.
	(2)	It is determined that the composition of the board of directors will prevent a director from performing at an appropriate capability level.
	(3)	It is determined that an individual has taken action that is inappropriate for a director.
2.	If there is material fault on the part of management, and if there is a proposal for the reappointment of a current director whose participation in management for a standard three-year period is recognized, our company shall abstain from voting. If, however, a majority is exceeded, the proposal shall be opposed.
3.	The appointment of outside directors shall be approved. When the suitability of an outside director candidate of a committee-system-based company is being determined, his independence shall be closely examined. Also, the following persons shall be regarded as director candidates from within the company:
	(1)	Former full-time director or employee at the given company or its subsidiary who retired within the past five (5) years
	(2)	Large shareholder who holds one-third of all Voting Rights, etc.
	(3)	Full-time director or employee of a major business client
	(4)	Legal adviser, accountant, licensed tax accountant, or consultant who has shared interests with the given company
	(5)	Relative of a director at the given company
	(6)	Full-time director or employee of a company that mutually deploys directors with the given company
4.	Proposals to appoint directors through cumulative voting shall be approved.
(Appointment of auditors)
Article 21	The provisions in the preceding article shall apply correspondingly to proposals for appointments of auditors (including proposals for filling auditor vacancies). Resolutions aimed at periodically rotating auditors, however, shall be carefully examined and then either opposed or our company shall abstain from voting.
(Appointment of accounting auditors)
Article 22	Resolutions for the appointment of accounting auditors shall be approved. The Company shall abstain from voting for a resolution, however, when an accounting auditor has failed to recognize actual accounting fraud at other companies, and a resolution shall be opposed when the independence of an accounting auditor is in question.
2.	If an accounting auditor is not to be reappointed because of a conflict with the company regarding its auditing policies, the entire resolution shall be carefully examined.
(Compensation for directors)
Article 23	A resolution regarding compensation for directors shall be approved when all of the conditions specified below apply:
	(1)	The compensation of each director is individually disclosed.
	(2)	Compensation is linked to business performance, and the basis for calculation is clearly indicated.
2.	A resolution shall be approved in principle when any of the conditions specified below applies:
	(1)	A mechanism is in place by which an organization whose majority consists of outside directors will determine the compensation for directors.
	(2)	The compensation of directors with title is disclosed, and the total amount of compensation for directors is disclosed.
	(3)	Even if the amount of individual compensation is left to the discretion of the board of directors, the total amount is linked to business performance.
3.	A resolution shall be opposed, or the Company shall abstain from voting, if the total amount of compensation for directors is indicated but is not linked to business performance, and no rational reason has been given for such situation.
4.	Bonuses for directors shall be approved in principle. If, however, there is material fault on the part of management, a careful examination shall be conducted and such proposal shall be opposed if the proposal includes payment of bonus.
(Retirement bonus)
Article 24	A resolution regarding retirement bonuses shall be approved when all of the conditions specified below apply:
	(1)	The amount of the bonus paid to each director is individually disclosed.
	(2)	There is no management responsibility for poor business performance or scandal.
2.	A resolution shall be approved in principle when any of the conditions specified below applies:
	(1)	There is a proposal for payout of the bonus due to the abolition of such retirement bonus.
	(2)	When the individual amounts of the bonuses are left to the discretion of the board of directors (or board of auditors in the case of auditors), the total amount is presented at a general meeting of shareholders or the payment criteria are clearly indicated (with the precondition that the provision in item 2 of the preceding paragraph applies).
	(3)	The individual amounts of the bonuses are left to the discretion of the board of directors (or board of auditors in the case of auditors), with the precondition that the provision in item 2 of the preceding paragraph applies.
3.	Resolutions aimed at providing outside directors and outside auditors with a retirement bonus shall be opposed, or the Company shall abstain from voting.
4.	Resolutions aimed at providing directors with a retirement bonus in anticipation of a hostile acquisition ("golden parachute") shall be opposed.
5.	If an enormous premium severance benefit is given to employees in anticipation of an acquisition (so-called "tin parachute"), the Company shall abstain from voting for the next resolution for the appointment of a director.
(Responsibilities of directors and accounting auditors)
Article 25	Resolutions aimed at increasing the liability of directors, auditors, or accounting auditors shall be approved. However, resolutions that will impose an enormous amount of damages for a minor misstep by a director, auditor, or accounting auditor shall be carefully examined from a comprehensive perspective, and then either opposed or abstained.
2.	Resolutions aimed at limiting or waiving the liability of a director, auditor, or accounting auditor shall be opposed. If, however, a rational explanation is presented, the action is based on Corporation Law or other laws, and it is in the best interests of the company from an overall perspective, the given resolution shall be approved.
(Stock options)
Article 26	Resolutions aimed at providing directors with stock options shall be voted on based on the same criteria as compensation and retirement bonuses for directors. Such resolutions shall be carefully examined from a comprehensive perspective, with consideration also given to the following conditions:
	(1)	Whether the plan complies with the tax laws
	(2)	Whether a suitable accounting procedure being implemented (such as cost appropriation)
	(3)	Whether a reasonable quantity being provided and whether it has a noticeably adverse effect on company profit
	(4)	Whether the procedures for forfeited rights, etc. have been secured
	(5)	Whether there are downward adjustment provisions for the exercise price
2.	Resolutions aimed at providing employees with stock options shall be carefully examined from a comprehensive perspective, with consideration given to the range of employees being targeted, as well as the criteria listed in the preceding paragraph.
3.	Resolutions aimed at providing stock options to third parties other than directors and employees shall be carefully examined from a comprehensive perspective, with consideration given to the following circumstances:
	(1)	Relationship between the Company and receiving party
	(2)	Whether there is a rational explanation for providing stock options in the event that such consideration is a substitute for labor or compensation
	(3)	Extent of dilution of other shareholders' equity when the relevant third party exercises its right
	(4)	Conditions for granting and exercising stock options
4.	Resolutions aimed at lowering the exercise price shall be opposed.
(Share buy-back)
Article 27	Acquisition of own shares (type of shares, total number, and total acquisition cost), or reduction in capital or legal reserves in order to make such an acquisition, shall be approved. This requirement shall not apply, however, if the given company's equity is too small, or if there is a high likelihood that it is a payoff to certain shareholders.
(Preferred stock and subordinated stock)
Article 28	The issuance of preferred stock and subordinated stock shall be approved. It shall be opposed, however, in the following cases:
	(1)	When a common stock acquisition claim is not rational
	(2)	When no relationship with a financial purpose could be recognized
	(3)	When the existing stock will be conspicuously diluted
(Issuance of restricted voting shares)
Article 29	Resolutions aimed at issuing types of shares with varying content shall be opposed for matters in which Voting Rights, etc. can be exercised. This requirement shall not apply, however, if the action will not lead to a strengthening of management control, such as when the total number of restricted voting shares to be issued is small compared to the total number of issued shares.
(Increase in authorized shares)
Article 30	Resolutions aimed at increasing the number of shares that can be issued within the legal limit shall be approved if there is a rational reason for doing so. If the primary purpose of a resolution is to prevent an acquisition, however, it shall be opposed.
(Third-party allocation of shares)
Article 31	Resolutions shall be carefully examined from a comprehensive perspective in cases in which the issuance of new shares or disposal of own shares will cause a noticeable dilution of the shares when shareholders are not given subscription rights or the right to receive an allocation of shares, and in cases in which the receiver of new shares will be given a particularly advantageous issue price.
(Employee stock purchase plans)
Article 32	Employee stock ownership plans and the issuance of new shares to employees shall be approved. If, however, the issue price is less than 80% of the market price, the Company shall abstain from voting for the resolution.
(Resolutions regarding acquisition of control)
Article 33	A resolution aimed at preventing the acquisition of company control shall be opposed. If, however, the purpose of such countermeasure or preventive measure is clearly not something that is unjust, and the resolution is within allowable limitations in light of shareholder equality, it shall be carefully examined from a comprehensive perspective.
(Poison pill)
Article 34	A resolution seeking approval for the granting of subscription rights or the issuance of classified stock in preparation for a possible acquisition (a so-called "poison pill") shall be opposed. If, however, a clear threat to the company's long-term strategy or efficiency exists, it shall be carefully examined from a comprehensive perspective.
(Anti-greenmail)
Article 35	A resolution aimed at opposing an investor who attempts to buy up large numbers of a company's shares and then threatens the company in order to sell his share holdings at a premium (a so-called "greenmailer") shall be approved (as a so-called "anti-greenmail" measure). If, however, the primary purpose is to maintain control or otherwise be used to distort management, the resolution shall be opposed.
(Establishment of holding company)
Article 36	A resolution aimed at establishing a holding company shall be approved if it is explained that the establishment of the holding company is rational, will be clearly executed, and will lead to a rise in the company's value.
(Merger agreements)
Article 37	A resolution aimed at approving a merger agreement shall be approved if a calculation basis for the merger ratio, for instance, is shown by a neutral third party. If, however, the relevant merger will clearly tarnish shareholder value, the resolution shall be opposed.
(Business transfers)
Article 38	A resolution aimed at transferring a business or obtaining a business by transfer shall be approved if a calculation basis is shown by a neutral third party. If, however, it is clear that the relevant business transfer will tarnish shareholder value, the resolution shall be opposed.
(Corporate split-up plans and corporate split-up agreements)
Article 39	A resolution aimed at approving a corporate split-up plan or corporate split-up agreement shall be approved if a calculation basis is shown by a neutral third party. If, however, it is clear that the relevant split-up will tarnish shareholder value, the resolution shall be opposed.
(Share exchanges and share transfers)
Article 40	A resolution aimed at exchanging shares or transferring shares shall be approved if the following provisions are clearly established:
	(1)	There is a rational explanation for business reorganization, which is the purpose of the share exchange or transfer.
	(2)	The calculation basis for the exchange ratio or transfer ratio is shown by a neutral third party.
(Capital reduction)
Article 41	A resolution aimed at reducing share capital shall be approved if it is a capital reduction in form only that is not accompanied by an outflow of corporate assets from the company. If it is essentially a capital reduction through which corporate assets are paid back to shareholders, it shall be carefully examined from a comprehensive perspective.
(Shareholder proposals)
Article 42	Shareholder-side proposals shall be opposed if they are tied to other social motives.
2.	Resolutions seeking to disclose the individual amounts of compensation, bonuses, and retirement bonuses that are paid to each director or auditor shall be opposed.
2.	Resolutions aimed at establishing numerical quotas for directors and auditors that are based on factors such as sex, race, and age shall be opposed.