2004 Committee Charter : MTB

Purposes. The Nomination, Compensation and Governance Committee's purposes are:

  • Compensation. To discharge the Board's responsibilities relating to compensation of officers and employees of M&T Bank Corporation, including its Chief Executive Officer and its executive officers, and has overall responsibility for approving and establishing all compensation plans, policies and programs relating to compensation and employee benefits.

  • Nomination and Governance. To assist the Board by identifying individuals who are qualified to become Board members, and to recommend to the Board the director nominees for the next annual meeting of stockholders; to recommend to the Board the M&T Bank Corporation Corporate Governance Standards; to lead the Board in its annual review of the Board's performance; and to recommend to the Board director nominees for each committee.


    Committee Membership. The Nomination, Compensation and Governance Committee shall consist of no fewer than three members. The members of the Nomination, Compensation and Governance Committee shall meet the independence requirements of the New York Stock Exchange.

    The members of the Nomination, Compensation and Governance Committee shall be appointed and replaced by the Board.

    Meetings. The Nomination, Compensation and Governance Committee shall meet as often as it determines, but not less frequently than quarterly. The committee may request any officer or employee of M&T Bank Corporation to attend its meetings.

    Committee's Nomination and Governance Authority and Responsibilities.

  • The Nomination, Compensation and Governance Committee shall have the sole authority to retain and terminate any search firm to be used to identify director candidates and shall have sole authority to approve the search firm's fees and other retention terms. The Nomination, Compensation and Governance Committee shall also have authority to obtain advice and assistance from internal or external legal, accounting or other advisors.

  • The Nomination, Compensation and Governance Committee shall actively seek individuals qualified to become board members for recommendation to the Board, and will consider nominees recommended by stockholders that are properly submitted in writing to the Corporate Secretary, which stockholder-recommended nominees will be evaluated in the same manner as all other nominees for director.

  • The Nomination, Compensation and Governance Committee shall receive comments from all directors and report annually to the Board with an assessment of the Board's and management's performance, to be discussed with the full Board following the end of each fiscal year.

  • The Nomination, Compensation and Governance Committee shall review and reassess the adequacy of the M&T Bank Corporation Corporate Governance Standards and recommend any proposed changes to the Board for approval.

  • The Nomination, Compensation and Governance Committee shall make regular reports to the Board.


    Committee's Compensation Authority and Responsibilities.

  • The Nomination, Compensation and Governance Committee shall periodically review and make recommendations to the Board with respect to the compensation and benefits of directors, including under any incentive compensation plans and equity-based compensation plans.

  • The Nomination, Compensation and Governance Committee shall have the sole authority to retain and terminate any compensation consultant to be used to assist it in the evaluation of director, CEO or executive officer compensation and shall have sole authority to approve the consultant's fees and the other terms and conditions of the consultant's retention. The Nomination, Compensation and Governance Committee shall also have authority to obtain advice and assistance from internal or external legal, accounting or other advisors.

  • The Nomination, Compensation and Governance Committee shall annually review and approve corporate goals and objectives relevant to CEO compensation, evaluate the CEO's performance in light of those goals and objectives, and recommend to the independent members of the Board the CEO's overall compensation levels based on this evaluation. In evaluating the incentive components of CEO compensation, the Compensation Committee shall consider M&T Bank Corporation's performance and relative shareholder return, the value of similar incentive awards to CEOs at comparable companies, and the awards given to the CEO in past years. Notwithstanding the foregoing, if any grant or award to the CEO is intended to qualify for the performance-based compensation exemption from the limitations on deductibility of executive compensation imposed by Section 162(m) of the Internal Revenue Code or any successor thereto, the Nomination, Compensation and Governance Committee, rather than the Board, shall approve such award, but it may refer such award to the Board for ratification.

  • The Nomination, Compensation and Governance Committee shall, at least annually, review and approve the annual base salaries and annual incentive opportunities of the CEO and executive officers. In addition, periodically and as and when appropriate, the Nomination, Compensation and Governance Committee shall review and approve the following as they affect the CEO and executive officers: all other incentive awards and opportunities, including both cash-based and equity-based awards and opportunities; any employment agreements and severance arrangements; and any change-in-control agreements and change-in-control provisions affecting any elements of compensation and benefits. In addition, the Nomination, Compensation and Governance Committee shall receive periodic reports on M&T Bank Corporation's compensation programs as they affect all employees. Finally, the Nomination, Compensation and Governance Committee shall review and approve any special or supplemental compensation and benefits for the CEO and executive officers and persons who formerly served as the CEO and executive officers, including supplemental retirement benefits and the perquisites provided to them during and after employment. All decisions of the Nomination, Compensation and Governance Committee in respect of this paragraph shall be reported to the Board.

  • The Nomination, Compensation and Governance Committee shall monitor M&T Bank Corporation's compliance with the requirements under the Sarbanes-Oxley Act of 2002 relating to 401(k) plans and loans to directors and officers and with all other applicable laws affecting employee compensation and benefits.

  • The Nomination, Compensation and Governance Committee shall oversee M&T Bank Corporation's compliance with the requirement under NYSE rules that shareholders approve equity compensation plans, with limited exceptions.

  • The Nomination, Compensation and Governance Committee shall produce a compensation committee report on executive compensation as required by the SEC to be included in M&T Bank Corporation's annual proxy statement.


    Annual Performance Evaluation.

  • The Nomination, Compensation and Governance Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. The Nomination, Compensation and Governance Committee shall annually review its own performance.