FLEETBOSTON FINANCIAL CORPORATION
2003 Committee Charter : FBF
Nominating Committee Charter
The Board Governance and Nominating Committee shall assist the Board of Directors by (i)
identifying individuals qualified to be members of the Board and recommending such individuals
to be nominated by the Board for election to the Board by the shareholders, (ii) developing and
recommending to the Board of Directors a set of corporate governance principles applicable to
the Corporation that are consistent with sound corporate governance practices and in compliance
with applicable legal, regulatory or other requirements, and (iii) monitoring and reviewing any
other corporate governance matters which the Board of Directors may refer to the Committee
from time to time.
The Board Governance and Nominating Committee shall be appointed by a resolution passed by
a majority of the Board of Directors. A minimum of three members shall be selected to serve on
the Committee. The Committee shall satisfy the independence standards and any other
requirements established by the Securities and Exchange Commission and the New York Stock
DUTIES AND RESPONSIBILITIES
In carrying out its purposes, the Board Governance and Nominating Committee shall have the
following duties, responsibilities and authority.
composition of the Board – including size, competencies, experience of members, diversity,
age and other appropriate qualities.
who in turn will so recommend to the shareholders.
contribution, change of status and commitment to the Corporation, and make
recommendations to the Board for re-election of members.
of individual directors and also standards to be used in determining other required
competencies such as "financial expertise". Review, as appropriate, whether members of the
Board continue to meet such standards.
committees in an effort to ascertain that all board functions are being met in an efficient and
appropriate manner. Consider and recommend to the Board assignment of members to the
consistent with applicable law and regulations and recommend such statement for adoption
by the Board. Periodically update the same.
adoption by the Board. Adopt provisions for Board level review of waivers to the Code in
Committee Chair will lead the subsequent executive discussion with those members of the
full Board who are not currently serving as, or have not served as, an officer of the
Corporation. Such evaluation and discussion shall occur at least one month prior to the
review of CEO compensation by the Human Resources Committee. (For purposes of
executive discussions with the full Board, there shall be at least two executive sessions of the
Board scheduled during each year.)
regarding the affairs of the Corporation including information to be submitted to the Board
and the relationship of the Board and management, generally.
DELEGATION TO SUBCOMMITTEE
The Committee may, in its discretion, delegate any portion of its duties and responsibilities to a
subcommittee of the Committee.
RESOURCES AND AUTHORITY
The Committee shall have the resources and authority appropriate to discharge its duties and
responsibilities under this charter. The Committee shall also have the authority to select, retain
and terminate outside counsel or other experts or consultants, as it deems appropriate, and to
approve the fees and to determine the retention terms of such individuals, without seeking
approval of the Board or management, which fees shall be at the cost and expense of the
Corporation. With respect to consultants or search firms used to identify director candidates, this
authority shall be vested solely in the Committee.