Maybe you would understand the problem if you read it out loud

Before

The Nominating and Governance Committee reviews with the Board the appropriate skills and characteristics required of Board members in the context of the composition of the Board and develops criteria for identifying and evaluating qualified candidates for the Board. Candidates recommended by shareholders are evaluated based on the same criteria as candidates from other sources. These criteria, as described in our Corporate Governance Guidelines, include an individual’s business experience, qualifications, attributes and skills (including skills in core areas such as relevant industry knowledge, operations, management, technology, accounting and finance, leadership, strategic planning and international markets), independence, judgment, integrity and ability to commit sufficient time and attention to the activities of the Board as well as the absence of potential conflicts with our interests. The Nominating and Governance Committee considers these criteria in the context of an assessment of the operation and goals of the Board as a whole and seeks to achieve diversity of occupational and personal backgrounds on the Board, including personal characteristics such as race and gender, as well as experience and skills that contribute to the Board’s performance of its responsibilities in the oversight of a complex business. The Nominating and Governance Committee assesses the effectiveness of these criteria by referring to the criteria when it periodically assesses the composition of the Board and by gathering data and discussing the diversity of the Board membership in the Nominating and Governance Committee’s and Board’s annual self-assessment process. The Board actively seeks to consider diverse candidates for Board membership when it has a vacancy to fill.

[257 words]

Before, with commentary

The Nominating and Governance Committee reviews with the Board the appropriate skills and characteristics required of Board members in the context of the composition of the Board and develops criteria for identifying and evaluating qualified candidates for the Board. Candidates recommended by shareholders are evaluated based on the same criteria as candidates from other sources. These criteria, as described in our Corporate Governance Guidelines, include an individual’s business experience, qualifications, attributes and skills (including skills in core areas such as relevant industry knowledge, operations, management, technology, accounting and finance, leadership, strategic planning and international markets) [these are good qualities for Board members to have, but I don’t think I would characterize them as “skills”], independence, judgment, integrity and ability to commit sufficient time and attention to the activities of the Board as well as the absence of potential conflicts with our interests. The Nominating and Governance Committee considers these criteria in the context of an assessment of the operation and goals of the Board as a whole and seeks to achieve diversity of occupational and personal backgrounds on the Board [this is a non sequitur], including personal characteristics such as race and gender, as well as experience and skills that contribute to the Board’s performance of its responsibilities [I think they already made this point] in the oversight of a complex business. The Nominating and Governance Committee assesses the effectiveness of these criteria by referring to the criteria when it periodically assesses the composition of the Board and by gathering data and discussing the diversity of the Board membership in the Nominating and Governance Committee’s and Board’s annual self-assessment process. [This is a candidate for one of the worst sentences I have ever read.] The Board actively seeks to consider diverse candidates for Board membership when it has a vacancy to fill. [They already made this point.]

After

The Nominating and Governance Committee reviews with the Board the appropriate skills and characteristics required of Board members and develops criteria for identifying and evaluating qualified Board candidates. Candidates recommended by shareholders are evaluated using the same criteria as candidates from other sources. These criteria, as described in our Corporate Governance Guidelines, include business experience, independence, judgment, integrity, ability to commit sufficient time and attention to the activities of the Board, and the absence of potential conflicts with our interests. We are particularly interested in individuals with background in the industry and experience in operations, management, technology, accounting and finance, leadership, strategic planning and international markets. In addition, the Nominating and Governance Committee actively seeks to achieve diversity of backgrounds on the Board, including personal characteristics such as race and gender, as well as a range of experience and skills. The Nominating and Governance Committee periodically assesses the composition of the Board and the effectiveness of these criteria.

[158 words]