2004 Committee Charter : SOTR

SOUTHTRUST CORPORATION CORPORATE GOVERNANCE COMMITTEE CHARTER

Function

The Corporate Governance Committee (the "Committee") of the Board of Directors (the "Board") of SouthTrust Corporation (the "Company") is charged with:


  • the responsibility of ensuring that the Company's governance practices and principles are in compliance with all legal, regulatory, and applicable stock exchange requirements;

  • the oversight of the composition of the Board and its committees;

  • the identification and recommendation of the individuals to become Board members;

  • the determination of non-employee directors compensation;

  • the development and maintenance of a statement of corporate governance guidelines;

  • the coordination of performance evaluations of the Board and its committees; and

  • such other duties as may be assigned to the Committee by the Board.


    Duties and Responsibilities

    The Committee shall:


    1. Develop and revise, as appropriate, Board membership criteria.

    2. Recommend the number of directors to comprise the Board at any given time within the numbers allowed by the Company's ByLaws and/or Amended and Restated Certificate of Incorporation.

    3. Evaluate and recommend to the Board nominees whom the Board may select for presentation to the stockholders for election to the Board at annual meetings of stockholders and persons to fill vacancies that may occur between annual meetings of stockholders. Primary consideration is to be given to the then-current needs of the Company and the Board that are present at that time. The Committee does not consider nominees for director recommended by stockholders. The Committee will review its recommendations with the Chief Executive Officer. The Committee shall have:



  • the sole authority to retain and terminate any search firm to be used to identify directors candidates;

  • the sole authority to approve the search firm's fees and other retention terms; and

  • authority to obtain advice from internal or external legal, accounting or other advisors.



    4. Determine and monitor the independence of directors pursuant to rules and guidelines as set forth by applicable exchange listing agreements, the SEC, and federal or state legislation.

    5. Evaluate and recommend to the Board, as appropriate, policies pertaining to the roles, responsibilities, retirement age, tenure and continued service of directors.

    6. Review annually outside board memberships of the Chief Executive Officer and all other Directors. Interlocking directorships will only be allowed in conformance with applicable laws and regulations. Directors must notify the Committee of all current outside board memberships and submit a proposal for service on other Boards to the Committee.

    7. Develop and review the Company's corporate governance guidelines annually and recommend any necessary changes to the Board. Assist the Board in achieving compliance with the Company's corporate governance guidelines.

    8. Review total compensation for non-employee directors at least annually and recommend any changes to the Board.

    9. Establish and review appropriate director continuing education and new director orientation programs.

    10. Develop corporate succession plans.


    Membership

    The Committee shall be composed entirely of independent directors who are the Chairpersons of the other standing committees, namely, Audit, Credit, Human Resources and Trust. The Committee members shall appoint one Committee member as Chairperson. The Chairperson will be responsible for scheduling and presiding over meetings, preparing agendas and reporting to the Board.

    Evaluations

    The Committee will recommend evaluation criteria for its own performance and conduct, at least annually, a performance evaluation of its activities. The Committee is also responsible for an annual performance evaluation of the Board and for assuring that at least annually each other committee of the Board conducts a performance evaluation of its activities.

    Meetings

    The Committee shall meet at such times as deemed appropriate by the Chairman of the Committee or any two of the members of the Committee. A quorum for the transaction of business by the Committee shall be a majority of the members of the Committee. The act of a majority of the directors serving at any meeting of the Committee at which a quorum is present shall be the act of the Committee. The Committee shall meet in executive session as it deems appropriate.

    Reports

    The Committee Chairperson shall make regular reports to the Board of Directors.