and Corporate Governance Committee Charter
Purpose of the
Nominating and Corporate Governance Committee
The purpose of the Nominating and Corporate Governance Committee
(the "Governance Committee") of the Board of Directors (the
"Board") of Zions Bancorporation
(the "Company") is to identify and recommend individuals to the Board
for nomination as members of the Board and its committees and to assist the
Board in its oversight of the corporate governance principles applicable to the
Company. The Governance Committee shall report to the Board on a regular basis.
The Governance Committee shall consist solely of "independent
directors," i.e. those directors who neither are officers or employees of
the Company or its subsidiaries (and have not been officers or employees of the
Company or its subsidiaries within the previous three years) nor have a
relationship which, in the opinion of the Board, would interfere with the
exercise of independent judgment in carrying out the responsibilities of a
director, and who are otherwise "independent" under the rules of the Nasdaq Stock Market, Inc.
The Governance Committee shall consist of at least three members
who shall be appointed by the Board after receiving recommendations from the
Executive Committee, and shall serve at the pleasure of the Board and for such
term or terms as the Board may determine.
Structure and Operations
The Board shall designate one member of the Governance Committee
as its chairperson (the "Chairman"), with the chairpersonship to be
rotated periodically. The Governance Committee shall meet in person or
telephonically at least twice a year at a time and place determined by the
Chairman, with further meetings to occur, or actions to be taken by unanimous
written consent, when deemed necessary or desirable by the Governance Committee
or the Chairman.
Duties and Responsibilities
The following are the duties and responsibilities of the
- To make recommendations to
the Board from time to time as to changes that the Governance Committee
believes to be desirable to the size of the Board or any committee
- To identify individuals
believed to be qualified to become Board members, consistent with criteria
approved by the Board, and to recommend to the Board the nominees to stand
for election as directors at the annual meeting of stockholders or, if
applicable, at a special meeting of stockholders. In the case of a vacancy
in the office of a director (including a vacancy created by an increase in
the size of the Board), the Governance Committee shall recommend to the Board
an individual to fill such vacancy either through appointment by the Board
or through election by stockholders. In nominating candidates, including
candidates nominated by shareholders in accordance with the Company's
Bylaws, the Governance Committee shall take into consideration the factors
set forth under "Candidates for Board Membership" in the
Company's Corporate Governance Guidelines and such other factors as the
Governance Committee deems appropriate. The Governance Committee may
consider candidates proposed by management, but is not required to do so.
- To develop and recommend to
the Board standards, consistent with the requirements of law or of any
exchange on which the Company's securities are traded, to be applied in
making determinations as to the absence of relationships between the
Company or its subsidiaries and a director which, in the opinion of the
Board, would interfere with the exercise of independent judgment in
carrying out the responsibilities of a director.
- In the case of a director nominee
to fill a Board vacancy created by an increase in the size of the Board,
to make a recommendation to the Board as to the class of directors in
which the individual should serve.
- To identify Board members
qualified to fill vacancies on any committee of the Board (other than the
Governance Committee and the Executive Committee) and to recommend that
the Board appoint the identified member or members to the respective
committee. In nominating a candidate for committee membership, the
Governance Committee shall take into consideration the factors set forth
in the charter of the committee, if any, as well as any other factors it
deems appropriate, including without limitation the consistency of the
candidate's experience with the goals of the committee and the interplay
of the candidate's experience with the experience of other committee
- To oversee the periodic
evaluation of the effectiveness of the Board.
- To periodically review and
recommend to the Board any needed changes, and to address questions which
may arise with respect to the Company's corporate governance principles.
- To periodically review and
recommend any needed changes, and to address questions which may arise
with respect to the Company's Code of Business Conduct and Ethics.
- To prepare and issue the
evaluation required under "Performance Evaluation" below.
- To perform any other duties
or responsibilities expressly delegated to the Governance Committee by the
Board from time to time.
The Governance Committee may, in its discretion, delegate portions
of its duties and responsibilities to a subcommittee of the Governance
The Governance Committee shall produce and provide to the Board a
periodic performance evaluation which shall compare the performance of the
Governance Committee with the requirements of this charter. The performance
evaluation shall also recommend to the Board any improvements to the Governance
Committee's charter deemed necessary or desirable by the Governance Committee.
The performance evaluation by the Governance Committee shall be conducted in
such manner as the Governance Committee deems appropriate. The report to the
Board may take the form of an oral report by the Chairman or any other member
of the Governance Committee designated by the Governance Committee to make this
and Authority of the Committee
The Governance Committee shall have the resources and authority
appropriate to discharge its duties and responsibilities, including the
authority to select, retain, terminate, and approve the fees and other
retention terms of special counsel or other experts or consultants, as it deems
appropriate, without seeking approval of the Board or management. With respect
to consultants or search firms used to identify director candidates, this
authority shall be vested solely in the Governance Committee.