The Nominating and Corporate Governance Committee is appointed by the S&T Bancorp, Inc. ("S&T") Board of Directors ("the Board") in order to: (1) assist the Board in reviewing the qualification 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; (2) evaluate the performance of the Board and committees as a whole; (3) select director nominees for election by shareholders and (4) provide guidance on Board and corporate governance issues.
At the request of the Chief Executive Officer, the Committee could also play a role with respect to internal corporate matters, management development and succession, employment diversity, changes in corporate structure, contingency planning, and other matters of broad corporate significance.
Committee members are appointed annually by the Board and may be replaced by the Board. The Committee shall be comprised of three or more members. All members must meet the independence requirements of the NASDAQ National Market, the Securities and Exchange Commission and any standards of independence as may be prescribed for purposes of any applicable laws and regulations relating to the Committee's duties and responsibilities.
The Committee may delegate to its Chairman such power and authority as the Committee deems to be appropriate, except such powers and authorities required by law or regulation to be exercised by the whole Committee or a subcommittee of at least two members.
The Committee shall meet as often as it determines is necessary and appropriate. Any officer or employee of S&T, outside counsel, independent auditor or other person may attend committee meetings, as the Committee deems appropriate.
COMMITTEE AUTHORITY AND RESPONSIBILITIES
1. Periodically review the qualifications and independence of the members of the Board and its various committees as well as the composition and structure of the Board.
The Committee shall have the authority to retain any search firm in order to assist in identifying director candidates, including sole authority to approve the search firm's fees and other retention terms.
The Committee shall report periodically to the Board on the significant results of the foregoing activities.
The Committee shall review and reassess the adequacy of its Charter as needed, but at least annually, and recommend to the Board any proposed changes to this Charter.