I. LEGAL OR OTHER REQUIREMENTS; AUTHORITY; MINIMUM MEMBERSHIP; MEMBERSHIP REQUIREMENTS; MINIMUM NUMBER OF MEETINGS
The corporate governance
rules of the New York Stock Exchange (NYSE) require each listed company to have
a nominating/corporate governance committee composed entirely of independent
directors. The Committee is established pursuant to Article V, Section 1.3 of
the By-Laws of The PNC Financial Services Group, Inc. (the “Corporation”) and
Article III, Section I of the By-Laws of PNC Bank, National Association (the “Bank”).
The Committee members, who must number at least three Directors, are annually
appointed by the Board and may be replaced by the Board. None of the Committee
members may be an officer or former officer of the Corporation. The Committee
may appoint a Secretary, who
need not be a Director. The Committee Chairman shall be appointed by the Board on the recommendation of the Nominating and Governance Committee.
The members of the Committee shall meet the independence requirements of the NYSE and shall meet any other standards of independence as may be prescribed for purposes of any federal securities laws relating to the Committee’s responsibilities.
The Committee will meet as often as the Committee or the Committee Chairman determines, but not less frequently than quarterly.
II. PURPOSE OF THE COMMITTEE
The Committee’s purpose is to assist the Board in promoting the best interests of the Bank and the Corporation and its shareholders through the implementation of sound corporate governance principles and practices.
III. RESPONSIBILITIES OF THE COMMITTEE
The following will be the common recurring activities of the Committee in carrying out its purpose. These activities are set forth as a guide with the understanding that the Committee may diverge from this guide as it considers appropriate in the circumstances.
1. Recommend to the Board for approval the criteria to be used by the Committee to identify individuals qualified to become directors, including such specific minimum qualifications, if any, that the Committee believes are necessary for one or more of the Corporation’s directors to possess;
2. Identify and evaluate individuals qualified to become directors of the Corporation, consistent with criteria approved by the Board;
3. Adopt a policy with regard to the Committee’s consideration of director candidates recommended by the Corporation’s shareholders, and prescribe the procedures to be followed by shareholders in submitting such recommendations;
4. Recommend to the Board the number of directors to be elected and a slate of nominees for election as directors at the Bank’s and the Corporation’s annual meeting of shareholders;
5. Recommend to the Board categorical or other standards for determining outside director independence consistent with the requirements of the NYSE and other legal or regulatory corporate governance requirements and review and reassess these standards on a periodic basis;
6. Recommend to the Board persons to be appointed as directors in the interval between annual meetings of the Corporation’s shareholders;
7. Review the qualifications and independence of the members of the Board and its various committees on a periodic basis as well as the composition of the Board as a whole and make any recommendations the Committee may deem appropriate from time to time concerning any recommended nominations to or changes in the composition of the Board and its committees;
8. Recommend to the Board such changes to the Board’s committee structure and committee functions as the Committee deems advisable;
9. Confirm that each standing committee of the Board has a charter in effect and that such charter is reviewed at least annually by its committee;
10. Oversee the Board’s director orientation and continuing education programs;
11. Oversee matters related to the compensation and benefits of non-employee Directors and make such determinations or such recommendations to the Board as the Committee deems appropriate;
12. Recommend to the Board a retirement policy for Directors and a policy relating to Directors who have experienced a change in the principal occupation, position or responsibility they held at the time they became a Director;
13. Recommend to the Board a Common Stock Purchase Guideline for outside Directors and interpret and implement the Guideline in such manner as the Committee deems appropriate;
14. Review shareholder proposals duly and properly submitted to the Corporation and recommend appropriate action to the Board;
15. Review any proposed amendments to the Corporation’s Articles of Incorporation and By-Laws or the Bank’s Articles of Association and By-Laws, and recommend appropriate action to the Board;
16. Review and reassess the adequacy of the Corporate Governance Guidelines of the Corporation at least annually and recommend any proposed changes to the Board for approval;
17. Review and assess the Corporation’s compliance with the corporate governance requirements established by the NYSE and the requirements established under the Sarbanes-Oxley Act, by federal banking laws and regulations or otherwise as applicable to each of the Corporation and its subsidiaries and controlled affiliates;
18. Monitor the Board’s and the Corporation’s compliance with any commitments made to the Corporation’s regulators or otherwise regarding changes in corporate governance practices;
19. Review and assess the processes used to promote the quality and clarity of the information provided to the Board and the Committee and make recommendations to management as the Committee deems appropriate from time to time for improving such processes;
20. Review Board and committee processes for assessing the adequacy and completeness of their respective minutes, the process for the review and approval of such minutes and the retention of such minutes and any related materials presented to the Board or its committees for review;
21. Oversee the annual evaluation of the performance of the Board and its committees and report to the Board on the evaluation results following the end of each calendar year;
22. Adopt such policies with respect to communications between shareholders and the Board as it deems appropriate, including the attendance of directors at annual meetings of the Corporation’s shareholders; and
23. Recommend to the Board such additional actions related to corporate governance matters as the Committee may deem necessary or advisable from time to time.
With respect to the responsibilities listed above, the Committee shall:
1. Report regularly to the Board on its activities;
2. Maintain minutes of its meetings and records relating to those meetings and the Committee’s activities;
3. Have the sole authority to retain and terminate any search firm to be used to identify Director candidates and to approve the search firm’s fees and other retention terms;
4. Have authority to obtain advice and assistance from internal or external legal, accounting or other advisors;
5. Form and delegate authority to subcommittees of one or more Committee members when appropriate;
6. Review and reassess the adequacy of this Charter annually and recommend to the Board any proposed changes to this Charter; and
7. Conduct an annual performance evaluation of the Committee.
In performing their responsibilities, Committee members are entitled to rely in good faith on information, opinions, reports or statements prepared or presented by:
1. One or more officers or employees of the Bank or the Corporation whom the Committee member reasonably believes to be reliable and competent in the matters presented;
2. Counsel, independent auditors, search firms used to identify director candidates, or other persons as to matters which the Committee member reasonably believes to be within the professional or expert competence of such person; or
3. Another committee of the Board as to matters within its designated authority which committee the Committee member reasonably believes to merit confidence.