CHARTER FOR THE CORPORATE GOVERNANCE COMMITTEE
FINANCIAL CORP. DEFIANCE
1. PURPOSE. The committee is intended to provide a forum for
independent Directors to address issues of corporate governance to
ensure that the board is appropriately constituted and conducts its
affairs in a manner that will best serve the interest of the Company
and its shareholders.
2. ORGANIZATION. The committee shall consist of at least three
independent Directors. The Chairman shall be appointed by the
Committee. The Committee shall meet at least two times each year.
3. PRINCIPAL RESPONSIBILITIES. The principal responsibilities of the
committee shall be as follows:
a. Periodically review and recommend to the Board any
appropriate modifications to the Company's Corporate
b. Periodically review documentation for Code of Ethics and
Conflict of Interest for Directors and Senior Officers.
c. Periodically review and recommend to the Board any
appropriate changes to the process for evaluation of the
CEO, Chairman of the Board and Senior Management.
d. Review and oversee the Board's continuing education and
self-assessment process on an annual basis.
e. Evaluate candidates for the position of CEO, Chairman,
and Chair of the Executive Committee, as appropriate.
f. In carrying out its duties, the Committee will confer
with and solicit the views of the Chairman and CEO.
g. Oversee and review the Corporation's processes of
providing information to the Board in a timely manner.
Board Compensation and Membership
a. Establish criteria for the selection of new directors
and nominees for vacancies on the Board.
b. Evaluate the qualifications, skills, and other
attributes of nominees.
c. Reassess annually the composition, challenges, and needs
of the board as a whole, both in connection with
recommending candidates for election to the Board and in
analyzing the composition of the Board committees. The
assessment of the overall composition of the Board
considers issues of judgment, diversity in skills,
background and experience.
d. Review the status of a Director for reason of change of
employment or other circumstances and make a
recommendation regarding his or her suitability for
remaining on the Board.
e. Evaluate the performance of any Director whose term is
expiring and whether such Director should be invited to
stand for reelection.