In the event that any potential conflict of interest arises involving a director, the individual must immediately notify the Lead Director of the Board of Directors and the Chairman and Chief Executive Officer or, in the case of a conflict involving the Lead Director of the Board, the Chairman of the Corporate Governance Committee and the Chairman and Chief Executive Officer, in writing and no further action may be taken unless authorized by the Lead Director of the Board or the Chairman of the Corporation Governance Committee, as applicable, and the Chairman and Chief Executive Officer.