Purposes, Resources and General Considerations
The Corporate Governance, Nominating and Social Responsibility Committee (the "Committee") is appointed by the Board of Directors (the "Board") for the following purposes:
- to review and identify individuals qualified to become Board members, consistent with criteria approved by the Board;
- to recommend to the Board the director nominees for the next annual meeting of shareholders and to fill vacancies on the Board;
- to develop and recommend to the Board a set of corporate governance guidelines applicable to the Corporation and proposed changes to such guidelines from time to time as may be appropriate;
- to implement and oversee the annual evaluation of the Board and the committees of the Board; and
- to oversee the Corporation’s operations and programs regarding environmental, social, and governance ("ESG") matters, promoting a culture that emphasizes and sets high standards for corporate social responsibility, and review corporate performance against those standards.
In carrying out its responsibilities, each Committee member shall be entitled to rely on the integrity and expertise of those persons providing information to the Committee and on the accuracy and completeness of such information, absent actual knowledge to the contrary.
The Committee will have the resources and authority necessary to discharge its responsibilities, including sole authority to retain and terminate the engagement of such consultants or independent counsel to the Committee as it may deem helpful in carrying out its responsibilities, and to establish the fees and other terms for the retention of such consultants and counsel, such fees to be borne by the Corporation.
Composition, Meetings and Procedures
The Committee will consist of three or more Directors who satisfy, as determined by the Board, the requirements of the New York Stock Exchange Listing Standards, including those with respect to independence, and any additional requirements that the Board deems appropriate. Committee members and the Committee Chairman shall be appointed annually by the Board on the recommendation of the Committee and serve at the pleasure of the Board.
Except as limited by law, regulation or the rules of the New York Stock Exchange, the Committee may form subcommittees for any purpose that it deems appropriate and may delegate to such subcommittees or to members of the Corporation's management such power and authority as it deems appropriate, provided, however, that any such subcommittees shall meet all applicable independence requirements and that the Committee shall not delegate to persons other than independent directors any functions that are required — under applicable law, regulation, or stock exchange rule — to be performed by independent directors.
The Committee shall meet as frequently as is necessary to fulfill its duties and responsibilities, but not less frequently than three times per year. A meeting of the Committee may be called by its chairman or any two members of the Committee.
The Committee may request any officer or employee of the Corporation, or any special counsel or advisor, to attend a meeting of the Committee or to meet with any members of, or consultant to, the Committee.
Minutes of its meetings will be approved by the Committee and maintained on its behalf. The Committee shall report its activities to the Board on a regular basis and make such recommendations as it deems necessary or appropriate.
Specific Responsibilities and Duties
The Committee shall:
- advise the Board on corporate governance matters generally, and recommend to the Board appropriate or necessary actions to be taken by the Corporation, the Board and the committees of the Board
- develop, recommend to the Board, and, at least annually, review the Corporate Governance Guidelines
- lead the search for qualified directors, review qualifications of individuals suggested by shareholders and directors as potential nominees, and identify nominees who are best qualified
- develop, recommend to the Board, and periodically review the criteria for selecting nominees for election as directors of the Corporation, which are reflected in the Corporate Governance Guidelines, with the goal of developing a diversity of background and experience on the Board
- review the qualifications of potential director nominees and directors proposed for re-nomination to evaluate whether they are consistent with the criteria approved by the Board
- recommend to the Board the nominees to be proposed by the Corporation for election as directors of the Corporation at the annual meeting of stockholders or to fill vacancies on the Board
- consider director candidates recommended by the Corporation's shareholders in accordance with the procedures set forth in the Corporation's annual proxy statement and the By-Laws
- implement and oversee the annual evaluation of the Board and the committees of the Board
- approve the service of the Chairman and the Chief Executive Officer as directors or trustees of other institutions and organizations and approve indemnification for such service
- periodically review contributions by the Corporation and any foundation established by the Corporation to director-related not-for-profit organizations for potential conflicts of interest, or the appearance thereof
- annually review compliance of Directors with the Directors’ Code of Conduct and, in the case of management Directors, the Code of Conduct for employees
- review and recommend to the Board policies regarding Director stock ownership
- consider the process for the orientation and continuing education of Directors
- review and receive reports on the Corporation’s strategic philanthropy, employee giving, and community involvement, and provide oversight with respect to the Corporation’s related policies, programs and strategy
- oversee and receive reports on the Corporation’s public policy and advocacy, including lobbying and political contributions
- receive and review reports on the Corporation’s compliance with Community Reinvestment Act ("CRA") and Fair Lending Laws, including review of CRA examination reports, Fair Lending reports provided by federal and state examiners and related internal reports provided by management
- receive and review reports regarding the Corporation’s significant ESG programs and initiatives, including enterprise ESG strategy and ESG governance, environmental sustainability and environmental management, supply chain ESG considerations, and significant reporting with respect to such matters; and
- review corporate operations and programs regarding human rights, as reflected in the Corporation’s policies and actions toward suppliers, clients and communities.
Review of Board Committee Structure and Board Size
The Committee shall (a) review the Board's committee structure and responsibilities and recommend to the Board directors to serve as members of each committee, (b) review committee composition annually and recommend the appointment of new committee members, as necessary, and (c) periodically consider the appropriate size of the Board and recommend to the Board changes in Board size as warranted.
The Committee shall periodically consider possible changes in committee assignments while maintaining flexibility, so that each committee includes directors with the requisite expertise and experience to fulfill its duties and responsibilities, and will recommend changes in committee assignments to the Board as it deems appropriate.
Review of Compensation and Benefits of Non-Management Directors
The Committee shall review on an annual basis compensation and benefits for non-employee Directors and make recommendations to the Board on appropriate compensation for such Directors. The Committee shall approve compensation arrangements for non-employee members of the boards of directors of the Corporation's significant subsidiaries.
The Committee shall oversee the evaluations of the Board and committees of the Board and, unless performed by the Human Resources and Compensation Committee, the Corporation's senior managers.
Annual Performance Evaluation and Charter Review
Annually, there shall be a performance evaluation of the Committee, which may be a self-evaluation or an evaluation employing such other resources or procedures as the Committee may deem appropriate. The Committee will review and assess the adequacy of this charter annually and recommend changes to the Board as necessary.
This charter will be published on the Corporation's website and the Corporation will disclose in its annual proxy statement that this charter is available on its website and provide the website address.
Approved: February 9, 2021