SOUTHTRUST CORPORATION CORPORATE GOVERNANCE COMMITTEE CHARTER
2004 Committee Charter : SOTR
The Corporate Governance Committee (the "Committee") of the Board of Directors (the "Board") of SouthTrust Corporation (the "Company") is charged with:
The Committee shall:
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.
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.
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.
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.
The Committee Chairperson shall make regular reports to the Board of Directors.