Financials & Governance

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Governance and Nominating Committee Charter

I. Purpose of Committee

The Governance and Nominating Committee (the “Committee") is a committee of the Corporation’s Board of Directors (“Board”). The purpose of the Committee is to (1) lead corporate governance on behalf of the Board including oversight of (a) the Corporation’s governing documents, Board policies, and guidelines, (b) Director, Board and committee assessments, and (c) onboarding and continuing education needs; and (2) identify the competencies, skills, and attributes needed on the Board and in leadership positions and manage the Board member

II. Committee Membership

The Committee is chaired by the Secretary of the Board and the Committee shall have at least three (3) members at all times. All members of the Committee shall be members of the Board. Members of the Committee and the Committee Chair are appointed by the Board and may be subject to removal by the Board in accordance with the Corporation’s Bylaws. The Committee may elect a Vice Chair from among its members to have such authority and responsibility as the Committee shall determine.

III. Committee Authority and Responsibilities

The Committee shall have the authority and responsibilities set forth below.

A. Corporate Governance

  1. Advise the Board on corporate governance best practices including regularly reviewing the Corporation’s Bylaws and committee charters, and developing other Board policies and guidelines specific to service on the Board, and recommend changes as needed to the Board;
  2. Regularly review the Corporation’s committee structure, including Committees of the Board and other Special or Ad-Hoc Committees and their committee charters, and recommend changes as needed to the Board;
  3. Establish the process and tools for evaluating the performance and effectiveness of Directors, the Board and each committee. At least every two years conduct Board and committee self-evaluations, as well as Director peer and self-assessments to measure the effectiveness of every Director, the Board and each committee and to identify areas for improvement and present the evaluation results and recommendations to the Board;
  4. In consultation with the Chair of the Board, make recommendations to the Board for committee assignments as well as the Directors to serve as Volunteer Officers and Committee Chairs; and
  5. Coordinate, or delegate to management, appropriate responsibilities relating to the orientation, training, and mentoring of new Board members and oversee continuing education and training for Board members, as deemed necessary.

B. Nominations and Board Composition

  1. With input from the Board, annually develop a list of selection criteria and competencies needed on the Board. Such criteria shall include the possession of knowledge, experience, skills, expertise, and diversity which enhance the Board’s ability to govern the affairs of the Corporation and provide strategic direction to the management team, including the ability of committees to fulfill their duties;
  2. Actively identify, recruit, interview and assess director candidates based on the selection criteria and competencies developed by the Committee;
  3. Annually recommend a slate of individuals to be considered for election and re-election to the Board, for approval by the Board;
  4. Ensure Board composition embraces and exemplifies the principles and core value of diversity and inclusion; and
  5. Upon the resignation or removal of a Volunteer Officer or Director, recommend a candidate to fill the vacancy on the Board or committee, if required.

C. Other Authority and Responsibilities

  1. Retain such outside counsel, experts and other advisors, including consultants or search firms used to identify Board candidates, as the Committee may deem advisable at its sole discretion. The Committee shall have sole authority to approve related fees and retention terms.
  2. Oversee enterprise risk management related to corporate governance and nominations and submit a report to the Audit and Risk Committee as needed.
  3. Have such other authority and responsibilities, including responsibilities related to oversight of the Corporation’s Environmental, Social, and Governance (“ESG”) strategy if requested, and perform other activities as may be provided in the Corporation’s Bylaws and applicable law, or as may otherwise be delegated to the Committee by the Board.

IV. Committee Meetings

The Committee will meet at least annually and as often as it deems necessary or appropriate in accordance with this charter and the Bylaws.

As necessary, the Committee will meet in a joint session with other committees regarding items of concern to both committees.

V. Committee Minutes

The Committee will keep minutes of its meetings and shall report its actions to the Board at the next meeting of the Board.

VI. Committee Evaluation

At least every two years, in accordance with this Committee’s charter, the Committee will conduct a performance evaluation to review the performance of the Committee in relation to the requirements of this Charter and shall report the results of such review to the Board.