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The Certificate of Incorporation of The Walt Disney Company provides that the Board of Directors shall consist of not less than nine or more than 21 Directors, with the exact number being determined from time to time by resolution of the Board. The Board believes that a desirable target number of Directors is 12 to 15, allowing, however, for changing circumstances that may warrant a higher or lower number.
It is the policy of the Board of Directors that the Board at all times reflect the following characteristics.
Each Director shall at all times represent the interests of the shareholders of the Company.
Each Director shall at all times exhibit high standards of integrity, commitment and independence of thought and judgment.
Each Director shall dedicate sufficient time, energy and attention to ensure the diligent performance of his or her duties, including by attending shareholder meetings and meetings of the Board and Committees of which he or she is a member, and by reviewing in advance all meeting materials.
The Board shall meet the standards of independence from the Company and its management set forth under "Director Independence" below.
The Board shall encompass a range of talent, skill and expertise sufficient to provide sound and prudent guidance with respect to all of the Company's operations and interests.
The Board shall reflect the diversity of the Company's shareholders, employees, customers, guests and communities.
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