2003 Committee Charter : FMER
Corporate Governance and
Nominating Committee Charter
The purpose of the Corporate Governance and Nominating Committee (the "Committee")
of the Board of Directors of FirstMerit Corporation (the "Company") is to (1) identify and
recommend individuals to the Board for nomination as members of the Board and its
committees; and (2) to develop and recommend to the Board a set of corporate governance
principles applicable to the Company; and (3) to lead the Board in its annual review of the
The Committee shall consist of three or more members of the Board, each of whom the
Board has determined has no material relationship with the Company and each of whom is
otherwise "independent" under the rules of the National Association of Securities Dealers, Inc.
The members of the Committee shall be appointed and replaced by the Board. Members
shall serve at the pleasure of the Board and for such term, or terms, as the Board may determine.
Committee Structure and Operations
The Board shall designate one member of the Committee as its chairperson. The
Committee shall meet in person or telephonically at least twice a year at a time and place
determined by the Committee chairperson, with further meetings to occur, or actions to be taken
by unanimous written consent, when deemed necessary or desirable by the Committee or its
Committee Duties and Responsibilities
The following are the duties and responsibilities of the Committee:
1. Make recommendations to the Board from time to time as to changes that the
Committee believes to be desirable to the size of the Board or any committee thereof.
2. Identify individuals believed to be qualified to become Board members, and to
recommend to the Board the nominees to stand for election as directors at the annual
meeting of shareholders or, if applicable, at a special meeting of shareholders. In the
case of a vacancy in the office of a director (including a vacancy created by an
increase in the size of the Board), the Committee shall recommend to the Board an
individual to fill such vacancy either through appointment by the Board or through
election by shareholders.
February 27, 2003
In nominating candidates, the Committee shall take into consideration such factors as
it deems appropriate. These factors may include judgment, skill, diversity,
experience with businesses and other organizations of comparable size, the interplay
of the candidate's experience with the experience of other Board members, and the
extent to which the candidate would be a desirable addition to the Board and any
committees of the Board. The Committee may consider candidates proposed by
management, but is not required to do so.
3. To develop and recommend to the Board standards to be applied in making
determinations as to the absence of material relationships between the Company and a
4. In the case of a director nominee to fill a Board vacancy created by an increase in the
size of the Board, make a recommendation to the Board as to the class of directors in
which the individual should serve.
5. Identify Board members qualified to fill vacancies on any committee of the Board
(including the Committee) and to recommend that the Board appoint the identified
member or members to the respective committee. In nominating a candidate for
committee membership, the Committee shall take into consideration the factors set
forth in the charter of the committee, if any, as well as any other factors it deems
appropriate including without limitation the consistency of the candidate's experience
with the goals of the committee and the interplay of the candidate's experience with
the experience of other committee members.
6. Make reports to the Board on the activities of the Committee.
7. Make a report at least annually to the Board on management succession planning.
8. Establish procedures for the Committee to exercise oversight of the evaluation of the
9. Review and reassess the Corporate Governance Guidelines of the Company and
recommend any proposed changes to the Board.
10. Prepare and issue the evaluation required under "Performance Evaluation" below.
11. Any other duties or responsibilities expressly delegated to the Committee by the
Board from time to time relating to the nomination of Board and committee members.
Delegation to Subcommittee
The Committee may, in its discretion, delegate all or a portion of its duties and
responsibilities to a subcommittee of the Committee.
February 27, 2003
The Committee shall produce and provide to the Board an annual performance evaluation
of the Committee, which evaluation shall compare the performance of the Committee with the
requirements of this charter. The performance evaluation shall also recommend to the Board any
improvements to the Committee's charter deemed necessary or desirable by the Committee. The
performance evaluation by the Committee shall be conducted in such manner as the Committee
deems appropriate. The report to the Board may take the form of an oral report by the
chairperson of the Committee or any other member of the Committee designated by the
Committee to make this report.
Resources and Authority of the Committee
The Committee shall have the resources and authority appropriate to discharge its duties
and responsibilities, including the authority to select, retain, terminate, and approve the fees and
other retention terms of special counsel or other experts or consultants, as it deems appropriate,
without seeking approval of the Board or management. With respect to consultants or search
firms used to identify director candidates, this authority shall be vested solely in the Committee.
A copy of this Charter is posted on the Company's website. Go to www.firstmerit.com and click
on Investor Relations.