The Corporate Governance Committee is appointed by the Board to (1) assist the Board by identifying individuals qualified to become Board members and to recommend to the Board director nominees for the next annual meeting of shareholders, (2) recommend to the Board the Corporate Governance Guidelines applicable to the Bank, (3) lead the Board in its annual review of the Board's performance, and (4) recommend to the Board director nominees for each committee.
The Corporate Governance Committee is a standing committee of the Board of Directors comprised of not less than three (3) independent directors. An independent director should be free of any relationship that could influence his/her judgment as a Committee member. The members shall be elected to the Committee by the Board annually or as necessary to fill vacancies in the interim. The Board shall designate one of the Committee members as Chairperson.
The Committee shall hold meetings as necessary. Corporate Governance Committee meetings are usually scheduled at least twice a year.
- The Bank will provide the Corporate Governance Committee with the appropriate funding to exercise its authority.
- Review the qualifications of and recommend to the Board of Directors nominees for directors, to be submitted to the shareholders for election at each annual meeting of shareholders, and nominees for directors, to be elected by the Board of Directors to fill vacancies and newly created directorships.
- Review and consider candidates for election as directors submitted by shareholders in compliance with Bank bylaws.
- Consider and make recommendations to the Board of Directors concerning the size and composition of the Board of Directors.
- Develop and recommend to the Board of Directors guidelines and criteria to determine qualifications of directors.
- Recommend overall compensation program for directors, including salary, perquisites, deferred compensation, stock or option plans, or other incentive plans.
- Review and recommend committees and committee structure for the Board, including assignment rotation schedules.
- Recommend performance criteria for the Board and review the procedures, effectiveness and performance of the Board as a whole, the individual directors and the Board Committees.
- Review conflicts of interest that may affect directors as referred to it by the Board or Chief Executive Officer ("CEO").
- Review and recommend corporate governance practices and policies of the Bank.
- The Corporate Governance Committee shall annually review its own performance.
Corporate Governance Charter
Audit Committee Charter
Excessive and Luxury Expenditures Policy
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