This Charter is established by the Board of Directors (“Board”) of Citystate Savings Bank, Inc. (“CSBI”) and the purpose of this Charter is to clearly define the Corporate Governance Committee’s (“Committee”) qualifications, authority and its duties and responsibilities based on the requirements of the Securities and Exchange Commission’s Code of Corporate Governance.
The Committee shall be appointed by the Board of Directors. Its primary function is to (1) assist the Board in putting into practice, reviewing and enhancing the Bank’s Manual on Corporate Governance, (2) identify and evaluate individuals qualified to become members of the Board of Directors and recommend to the Board the director nominees (including directors standing for reelection) for each annual meeting of shareholders and from time to time to fill vacancies on the Board of Directors, (3) recommend to the Board of Directors nominees for each of the committees of the Board of Directors and for the Chair of each Committee, (4) oversee the annual evaluation of the Board and its committees.
II. ORGANIZATION AND QUALIFICATIONS
(a) The Committee shall be appointed annually by the Board and may be replaced or removed at any time by the Board of Directors.
(b) The Committee shall be comprised of not less than three (3) members of the Board and shall include at least one (1) independent director, who is defined as follows:
- is not an officer or employee of CSBI or its affiliates;
- is not a relative of an officer or other employees of CSBI or its affiliates;
- does not hold or control, or has not held or controlled, directly or indirectly, within the preceding year, assets representing 10 percent or more of any outstanding class of voting securities of CSBI; and
- does not have any outstanding extensions of credit from CSBI or its affiliates.
(c) All members of the Committee shall have adequate understanding at least, or competence at most, of CSBI’s operations and environment.
The Committee shall meet at least two times annually at such times, as the Chair of the Committee shall designate. The Committee shall fix its own rules of procedure, and all Committee members are expected to attend each regular meeting. The majority of the members of the Committee shall constitute a quorum.
It is the responsibility of the Chairman to schedule and preside all meetings of the Committee. The agenda for Committee meetings will be prepared in consultation between the Committee Chairman (with input from the Committee members) and the Compliance Officer.
IV. POWER, DUTIES AND RESPONSIBILITIES
In discharging its responsibilities to review, authorize and approve director nominations, and corporate governance, the Committee shall:
(a) recommend to the Board of Directors the director nominees for election by the Bank’s shareholders, including those nominees that are recommended by shareholders in accordance with the procedures set forth in the Bank’s By-Laws
(b) recommend to the Board of Directors persons to fill vacancies on the Board of Directors
(c) recommend to the Board of Directors committee appointments, removal of Directors from committees or from the Board of Directors, rotation of committee members and Chairs and committee structure and operation
(d) recommend to the Board of Directors changes in the Bank’s corporate governance policies and procedures, including changes to the Manual of Corporate Governance
(e) monitor compliance with the Manual on Corporate Governance
(f) annually review and update if necessary this charter for consideration by the Board of Directors
(g) annually evaluate the performance and function of the Corporate Governance Committee
(h) report the matters considered and actions taken by the Corporate Governance Committee to the Board of Directors
The Committee shall keep minutes of its meetings and make them available to the Board of Directors.
The Chairman of the Committee shall establish such rules as may from time to time be necessary and proper for the conduct and business of the Committee.