## Size of the Boar d 

The number of dir ectors is established with a view towar d balancing the need for diversity of experience and talent against the risk of diluting r esponsibility and participation of members. A ten-member Boar d is viewed as the optimal size for the Company with variations between eight and twelve being appr opriate fr om time to time depending upon cir cumstances. Harsco's Boar d curr ently comprises ten members. 

## Qualities of a Dir ector 

In evaluating the suitability of individual Boar d members, the Boar d takes into account many factors, including str ength of character , matur e judgment, business experi- e n c e , a v a i l a b i l i t y , a t e n d a n c e , c a r e r s p e c i a l i z a t i o n a n d r el e - vant technical skills and such other characteristics as the Boar d may deem necessary in the make-up of the Boar d to adequately addr ess the cir cumstances facing the Company . 

## Boar d Committees 

Curr ently ther e ar e four standing committees of the Harsco Boar d: Executive; Audit; Management Development and Compensation; and Nominating and Corporate Gover nance. The Boar d may establish other committees fr om time to time as cir cumstances dictate. 

Each standing Committee has a written charter which is appr oved by the full Boar d and states the purpose of the Committee. The full text of each committee charter is available on the Harsco website at www .harsco.com under the Corporate Gover nance section. 

## Independence 

At least two-thir ds of Harsco's Boar d ar e r equir ed to be "independent" dir ectors as defined by the New Y ork Stock Exchange and other applicable r egulatory r equir ements. The Boar d undertakes an annual r eview of the independ- ence of all non-employee dir ectors. 

The members of the Audit; Management Development and Compensation; and Nominating and Corporate Gover nance committees ar e composed of only members who qualify as "independent" dir ectors and at all times meet any other re q u i re m e n t s o f a p p l i c a b l e l a w a n d l i s t i n g s t a n d a rd s . 

## Lead Dir ector 

The Lead Dir ector position is established when ther e is an executive Chairman of the Boar d, as ther e is curr ently . The Lead Dir ector will be an independent dir ector selected 

annually by the independent dir ectors in consultation with the Chairman of the Boar d. The Lead Dir ector is r esponsible for establishing the agenda for the sessions of the inde- pendent dir ectors, chairing such sessions, and communicat- ing the r esult of such meetings to the Chairman and other members of management, as appr opriate. 

## Ex ecutive Sessions 

The independent dir ectors will meet, without management pr esent, on such occasions as they deem appr opriate in connection with the r egularly scheduled Boar d meetings. Specifically , the independent dir ectors shall meet annually to r eview the performance of the Chief Executive Of ficer of the Company . The Boar d will designate two or mor e inde- pendent dir ectors, including the Lead Dir ector , to r eview the conclusions of the performance evaluation with the Chief Executive Of ficer . 

## Boar d Compensation 

The Chairman and Secr etary annually formulate and pr es- ent to the Management Development and Compensation Committee for its consideration a r ecommendation on dir ector compensation based upon industry surveys and other r elevant information. The Committee will then make its r ecommendation to the Boar d. Dir ectors ar e not com- pensated for services to the Company beyond normal dir ec- tor fees. The Company does not pay fees for pr ofessional services (as distinguished fr om standar d per diem dir ector's fees established by the Boar d for services r ender ed in the capacity as dir ectors, e.g. mentoring) to a dir ector or a dir ector's firm, including law firms, accounting firms, invest- ment banks and the like. 

## Stockholding Minimums 

While the Boar d encourages dir ectors to be investors in the Corporation, the Boar d believes it is not appr opriate to pr e- scribe a minimum level of stock ownership. The Boar d believes that the quality of a dir ector's contribution is not dir ectly corr elated to his or her personal stock ownership. 

A mor e extensive discussion of Harsco's corporate gover- nance guidelines can be found on the Harsco website at www .harsco.com under the Corporate Gover nance section. 

