1. Linda Bounds Vice President of Financial Services

2. GOVERNANCE ?

3. WHAT IS GOVERNANCE? Provides guidance for authority (Who) Communicates accountability and authority for important decisions. (What) Empowers employees to do the right things Protects the interest of stakeholders

4. 1.Allows for quicker decision-making 2.Fewer embarrassments – “unauthorized” 3.Increases transparency 4.Lesson in delegation of authority 5.Creates sense of trust – well defined and fair treatment - empowerment WHY IS GOVERNANCE IMPORTANT?

5. WHAT IS OUR MIDWAYUSA’S APPROACH? Formal Organizational Governance Formal Departmental Governance Does not replace Company policy or job descriptions Part of overall Leadership System

9. WHO SHOULD KNOW ABOUT GOVERNANCE? All employees in the organization Used every day in decision process Posted on “Great Wall” and on departmental intranet site

11. HOW ARE THEY USED? All Organizational Governance items are part of the Board Agenda

13. HOW ARE THEY USED? Provides transparency – Legal, Ethical, Regulatory Report – Audit Report – Risk Management Report – Compensation Review “Corporate governance is about shining a light throughout the whole organization.”

15. Effectiveness of Governance Documents themselves is not measured. However, various measures are aligned as they relate to processes and reporting. How are they effective?

16. RESULTS Performance improvement – Profitability Efficiency Effectiveness – Reputation Creating Value – Employee Satisfaction – Sustainability

17. Linda Bounds Vice President of Finance