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Nominating and Corporate
Governance Committee Charter
The nominating and corporate governance committee of the Board of
Directors of A.J. Smith Federal Savings Bank shall consist of a minimum of
two directors, as determined by the Board. Members of the committee shall
be appointed and may be removed by the Board of Directors. All members of
the committee shall be independent directors, and shall satisfy the
applicable Nasdaq Stock Market listing standards for independence. The
committee consists of Mr. Raymond Blake (chair) and Mr. Edward Milen.
The purpose of the committee shall be to assist the Board in identifying
qualified individuals to become board members, in determining the size and
composition of the Board of Directors and its committees, in monitoring a
process to assess Board effectiveness and in developing and implementing
the company’s corporate governance guidelines.
In furtherance of this purpose, the committee shall have the following
authority and responsibilities:
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To lead the search for
individuals qualified to become members of the Board of Directors and to
select Director nominees to be presented for shareowner approval at the
annual meeting. The committee may establish criteria for service as a
director. The committee shall select individuals as director nominees
who shall have the highest personal and professional integrity, who
shall have demonstrated exceptional ability and judgment and who shall
be most effective, in conjunction with the other nominees to the Board,
in collectively serving the long term interests of the shareowners. In
addition, the committee shall adopt procedures for the submission of
recommendations by stockholders, as it deems appropriate. The committee
shall conduct all necessary and appropriate inquiries into the
backgrounds and qualifications of possible candidates.
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To review and monitor the
Board’s compliance with applicable Nasdaq Stock market listing standards
for independence.
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To make recommendations to
the Board regarding the size and composition of the Board and develop
and recommend to the Board criteria (such as independence, experience
relevant to the needs of the company, leadership qualities, diversity,
stock ownership) for the selection of individuals to be considered for
election or re-election to the Board.
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To review the Board of
Directors’ committee structure and to recommend to the Board for its
approval directors to serve as members of each committee, or process for
such selection. The committee shall review and recommend committee
slates annually and shall recommend additional committee members to fill
vacancies as needed.
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To develop and recommend to
the Board of Directors for its approval a set of corporate governance
guidelines. The committee shall review the guidelines on an annual
basis, or more frequently if appropriate, and recommend changes as
necessary.
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To develop and recommend to
the Board of Directors for its approval a self-evaluation process of the
Board and its committees.
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To allow for, encourage and
recommend to the Board continuing education guidelines for directors.
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To review on an annual basis
Director and officer compensation and benefits.
The committee shall have the authority to delegate any of its
responsibilities to subcommittees, as the committee may deem appropriate
in its sole discretion.
The committee shall have the authority to retain outside counsel and any
other advisors as the committee may deem appropriate in its sole
discretion. The commit shall have sole authority to approve related fees
and retention terms.
The committee shall report its actions and recommendations to the Board
after each committee meeting. The committee shall review at least
annually the adequacy of this charter and recommend any proposed changes
to the Board for approval. |
