The Policy shall be administered by the Board. The Board may delegate any of its powers under the Policy to the Compensation and Human Resources Committee of the Board (or any successor committee). The Board or the Compensation and Human Resources Committee (or any successor committee) shall have the authority (i) to exercise all of the powers granted to it under the Policy, (ii) to construe, interpret and implement the Policy, (iii) to prescribe, amend and rescind rules and regulations relating to the Policy, (iv) to make all determinations necessary or advisable in administration of the Policy and (v) to correct any defect, supply any omission and reconcile any inconsistency in the Policy. Actions of the Board or the Compensation and Human Resources Committee (or any successor committee) shall be taken by a majority vote of its members.