Zenith is strongly committed to the principles of good corporate governance. Except for our Chairman of the Board and President, all members of the Board of Directors are independent as defined by the New York Stock Exchange rules. There are three Board Committees, each consisting solely of independent Board members: a Compensation Committee, a Nominating and Corporate Governance Committee, and an Audit Committee. Further information on these committees, their Charters, our Codes of Conduct, and Corporate Governance Guidelines are all posted on this website.

In addition to its regular meetings, our Board also routinely meets in executive sessions, without the participation of management. Mr. Michael Wm. Zavis, as Lead Independent Director, presides at these executive sessions.

The members of the Compensation Committee are Messrs. Robert J. Miller, Alan I. Rothenberg and Michael Wm. Zavis.

Our Nominating and Corporate Governance Committee is chaired by Mr. Max M. Kampelman. Other members are Messrs. Robert J. Miller, Leon E. Panetta, and William S. Sessions.

Our Audit Committee is chaired by Mr. Michael Wm. Zavis. Other members are Mr. Leon Panetta, and Mrs. Catherine B. Reynolds, who has been identified as possessing accounting or related financial management expertise under the New York Stock Exchange rules.