RIGGS NATIONAL CORPORATION
EXECUTIVE, RISK MANAGEMENT AND
BUDGET COMMITTEE CHARTER
The Board of Directors
(the “Board”) of Riggs National Corporation (the “Corporation”) has created a
committee of directors to be known as the Executive, Risk Management and Budget
The primary goal of the
Committee is to ensure the efficient functioning of the Corporation when action
by the Board is required between Board meetings, to oversee the Corporation’s
Risk Management function and to assist the Corporation in fulfilling its
responsibilities in preparing an annual financial budget for the organization.
- The Committee will be composed of at least [six (6)]
directors, [three (3)] of whom must be “independent” as defined in the
Nasdaq listing standards.
- The members of the Committee will be nominated and
appointed by the Board for one-year terms. The Board will designate one
member of the Committee to serve as Chairperson. The members of the
Committee will serve until their resignation, retirement, or removal by
the Board or until their successors have been appointed. The Board will
review the composition and independence of the Committee on an annual
III. Meetings and
- The Committee will establish its own rules of
procedure, which will be consistent with the By-laws of the Corporation
and this Charter.
- The Committee will meet as often as it considers
necessary and appropriate, and in no event less than two (2) times per
year, either in person or telephonically. A majority of the members of the
Committee will constitute a quorum. The Chairperson of the Committee or a
majority of the members of the Committee may call a special meeting of the
- The Committee will report to the Board on the matters
discussed at each meeting of the Committee, including describing all
actions taken at the meeting, and will keep written minutes of its
meetings to be maintained with the books and records of the Corporation.
- The Committee may request that any directors,
officers, or employees of the Corporation, or other persons whose advice
and counsel are sought by the Committee, attend any meeting to provide
such information as the Committee requests.
- The Committee may delegate authority to one or more
members of the Committee [or management] when appropriate, but no such
delegation will be permitted if the authority is required by law,
regulation or listing standard to be exercised by the Committee as a
IV. Duties and
The Committee will take the following actions, to the extent it deems necessary
- The Committee will have all of the powers and
authority of the Board in the management of the Corporation, and may
exercise all of such powers in managing the business and affairs of the
Corporation, except that the Committee shall not have the power or
authority to: amend the Corporation’s Certificate of Incorporation or
By-laws; adopt an agreement of merger or consolidation; recommend to the
stockholders the sale, lease, or exchange of all or substantially all of
the Corporation’s property and assets; recommend to the stockholders a
dissolution of the Corporation or a revocation of a dissolution; authorize
the issuance of stock; or take any other corporate action which, under the
Delaware General Corporation Law, is specifically required to be taken by
- Oversee and appraise the quality of the Risk
Management function (which includes Internal Audit, Loan Review, Compliance,
Bank Security, Information Security and Contingency Planning); will
monitor the Corporation’s process for assessing credit quality and the
adequacy of the Allowance for Loan and Lease Losses; will determine that
no management restrictions are placed upon Risk Management; and will
provide additional oversight as required by federal regulation.
- Review the process established by management to
prepare the Corporation’s annual budget.
- Review financial goals and targets set for the
Corporation and each line of business.
- Recommend the annual budget to the Board.
- On an annual basis, the Committee will conduct a
self-evaluation of its performance and effectiveness.
- Perform any other activities consistent with this
Charter, the Corporation’s Certificate of Incorporation, By-laws and
governing law, as the Committee or the Board deems necessary or