Corporate Governance

 

MAINSOURCE FINANCIAL GROUP, INC.
NOMINATING/CORPORATE GOVERNANCE COMMITTEE CHARTER

 


Composition and Term of Office

  • The Committee will consist of no less than two members each of whom shall be a director that satisfies the independence requirements of The Nasdaq Stock Market, Inc. (“Nasdaq”) for listed companies, as interpreted by the Board in its business judgment.
  • One member shall serve as Chairman of the Committee and this member’s vote shall be recorded. The members of the Committee shall serve one-year terms, and shall be appointed annually by the Board on the day of the Annual Meeting of Shareholders or on such other date as the Board shall determine. Members of the Committee may be removed or replaced by the Board.

Committee Meetings-Operating Principles

  • The Committee shall meet at least two times each year (from annual meeting to annual meeting) and at such other times as it deems necessary to fulfill its responsibilities.
  • Regularly scheduled Committee meetings will occur in conjunction with meetings of the full Board when practical.
  • Special meetings of the Committee may be called as needed by the Committee Chairman, the Chairman of the Board or the Chief Executive Officer.
  • The Committee Chairman will preside, when present, at all meetings of the Committee. The Committee may meet by teleconference or videoconference and may take action by written consent.
  • The Committee shall have the sole right to retain and terminate search firms and assist in the identification and evaluation of director candidates, including the sole authority to approve search firm fees and negotiate retention terms in connection therewith.
  • The Committee shall have the authority to obtain advice and assistance from any officer or employee of the Company or from any outside legal expert or other advisor.
  • The Committee may request that members of management or outside consultants and advisors of the Committee be present at meetings to assist the Committee in performing its duties.
  • Minutes of each meeting will be kept and distributed to the entire Committee.
  • The Committee may form, and where legally permissible may delegate authority to, subcommittees when the Committee deems it appropriate or desirable.

Nominating/Corporate Governance Responsibilities
The Committee shall perform the following functions:

  • Develop and recommend to the full Board a set of corporate governance principles, review such principles annually and recommend modifications thereto.
  • Consider corporate governance issues that may arise from time to time and make recommendations to the Board with respect thereto.
  • Identify and review the qualifications of prospective nominees for Corporate Director, and recommend the slate of nominees for inclusion in the Company’s proxy statement and presentation to the Shareholders at the Annual Meeting. In evaluating candidates for nomination to the Board, the Committee may take into consideration such factors and criteria as it deems appropriate, including judgment, skill, educational background or equivalent life experience, integrity, reputation, possession of the ability to oversee, as a Director, the business and affairs of the Company for the benefit of the Shareholders while keeping in perspective the interests of the Company’s customers, employees and communities, the time available to devote to the Company’s business, community involvement and civic-mindedness, and business and other experience. The Committee shall take into account the applicable requirements for directors under the Securities Exchange Act of 1934 and the listing standards of the Nasdaq. In addition, the Committee shall recommend a slate of nominees for all subsidiary Boards.
  • Consider any communication from shareholders, which is submitted through the process as detailed on the Company’s website: www.mainsourcefinancial.com.
  • Give consideration to any candidate nominated by a shareholder for director provided the nominating process is followed as specified in the Company’s by-laws as outlined on the Company’s website: www.mainsourcefinancial.com.
  • Review the performance of the Corporate Board members annually as well as the performance of subsidiary Board members before nominating them for re-election.
  • Periodically review the composition of the full Board to determine whether additional members with different qualifications or areas of expertise are needed to further enhance the composition of the Board and work with management in attracting candidates with those qualifications.
  • Periodically review all standing or any ad hoc committees and recommend to the full Board, as appropriate, changes in number, function or composition of committees. In evaluating candidates for nomination to committees of the Board, the Committee may take into consideration factors or criteria that the Committee deems appropriate, including his or her judgment, skill, integrity, and business and other experience. In addition, the Committee shall take into account the applicable requirements for directors under the Securities Exchange Act of 1934 and the listing standards of the Nasdaq.
  • Conduct an annual performance evaluation of this Committee.
  • Review and make recommendations to the full Board with respect to management succession.
  • Periodically review the Company’s director and officer liability insurance coverage.
  • Confer, as appropriate, with outside legal counsel on matters of corporate governance.

Other Responsibilities

  • Following each Committee meeting, the chairmain shall report by minutes or otherwise at the next meeting of the full Board all significant items discussed at the Committee meeting.
  • Recommend changes to this Charter to the full Board as appropriate.
  • Take such further actions or provide such further advice as the full Board may from time to time delegate to the Committee.


Nomination of Directors

The Nominating/Corporate Governance Committee of MainSource Financial Group will consider candidates for director recommended by shareholders provided the procedures set forth below are followed in submitting recommendations. Such shareholders' notice shall set forth:

A. As to each director whom the shareholder proposes to nominate for election or re-election as a director:

  • the name, age, business address and residence address of such person;
  • the principal occupation or employment of such person;
  • the class and number of shares of MainSource which are beneficially owned by such person; and
  • any other information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or as otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (including, without limitation, such persons' written consent to being named in the proxy statement as a nominee and to serving as a director if elected)


B. As to the shareholder giving the notice:

  • the name and address, as they appear on MainSource’s stock transfer books, of such shareholder; and
  • the class and number of shares of MainSource which are beneficially owned by such shareholder.


Nominations must be submitted to MainSource’s Nominating/Corporate Governance Committee through correspondence addressed to MainSource Financial Group, Inc., Attn: Nominating/Corporate Governance Committee, P.O. Box 611, Greensburg, Indiana 47240.

A shareholder wishing to submit a recommendation for an annual meeting of shareholders must ensure that it is received by MainSource, as provided above, not later than 120 calendar days prior to the first anniversary of the date of the proxy statement for the prior annual meeting of shareholders. In the event that the date of the annual meeting of shareholders for the current year is more than 30 days following the first anniversary date of the annual meeting of shareholders for the prior year, the submission of a recommendation will be considered timely if it is submitted a reasonable time in advance of the mailing of MainSource’s proxy statement for the annual meeting of shareholders for the current year.

MainSource Financial Group strictly adheres to its principles of ethics and integrity and encourages all shareholders to include any relevant information about their candidate that is demonstrative of that candidate’s competence, expertise, integrity, and dedication to professional responsibility.


Communicating with Directors

An employee, officer, shareholder or other interested party who has an interest in communicating with the Independent Directors regarding financial matters may do so by directing communication to the Chairman of the Audit Committee at P.O. Box 611, Greensburg, IN 47240.

Messages for any other Director or the Board of Directors as a whole, may be mailed, faxed or e-mailed to the Company at Secretary, MainSource Financial Group, Inc., 201 North Broadway, P.O. Box 87, Greensburg, IN 47240, (812) 663-4812 (facsimile) or investor-relations@mainsourcefinancial.com (e-mail).

Messages for the President and CEO may be mailed, faxed, or e-mailed to the Company at President/CEO – MainSource Financial Group, Inc., 201 North Broadway, P.O. Box 87, Greensburg, IN 47240, (812) 663-4812 (facsimile) or jsaner@mainsourcefinancial.com (e-mail).