IRWIN FINANCIAL CORPORATION
2003 Committee Charter : IFC
GOVERNANCE COMMITTEE CHARTER
The purpose of the Governance Committee of the Board of Directors (the "Board") of Irwin
Financial Corporation (the "Company") shall be to assist the Board in fulfilling its
responsibilities by directing the composition, structure and operations of the Board and its
various committees so that they are are designed and implemented in an effective manner that is
consistent with sound corporate governance practices.
To accomplish this purpose, the Governance Committee (the "Committee") shall from time to
time develop and review policies and processes regarding corporate governance and Board
composition matters, as more particularly described under "Committee Authority and
The Committee shall consist of no fewer than three members, who shall be appointed by the
Board. All of the members of the Committee shall be independent directors of the Company, as
determined by the Board in accordance with guidelines of the New York Stock Exchange and
other applicable regulations.
Committee members may be removed or replaced by the Board from time to time in its
Committee Authority and Responsibilities
The Committee shall have the following authority and responsibilities:
Board and Committee Qualifications and Composition
1. Board and Committee Composition. The Committee shall periodically review the
composition and organization of the Board and its various committees in order to ensure
compliance with existing qualification standards, required levels of expertise, and sound
corporate governance principles (including without limitation the independence standards of the
New York Stock Exchange).
2. Oversight of Independent Status. The Committee shall annually review and
monitor all relationships between each Board member and the Company in order to ensure that
all such relationships are reported to the Board for purposes of making a periodic independence
determination with respect to each independent director.
3. Criteria for Board Membership. The Committee shall determine the criteria for
selection of Board members and members of the various Board committees from time to time,
including general qualification standards and requisite or desirable skills, backgrounds or levels
4. Membership of Board Committees. The Committee shall annually recommend to
the Board individuals to be appointed to the various committees of the Board and members to be
selected as chairs of suc h committees, in accordance with the principles of corporate governance
approved by the Board and the respective charters (if any) of such committees.
5. Annual Election of Directors. The Committee shall annually recommend to the
Board the slate of nominees for election to the Board at the Annual Meeting of Shareholders
6. Board Continuity. The Committee shall, in consultation with the Chairman, plan
for continuity on the Board by reviewing and recommending to the Board appropriate procedures
to be followed upon the resignation or retirement of current Board members or upon the
occurrence of other vacancies.
7. Member Recruitment. In connection with the filling of existing or anticipated
vacancies on the Board, the Committee shall, in consultation with the Chairman, actively seek
individuals who are qualified to become Board members, and make recommendations to the
Board with respect to the nomination of such individuals for election to the Board.
8. Mandatory Retirement; Term Limits. The Committee may periodically review
and recommend to the Board policies on age and term limits (if any) for Board members.
9. Removal. The Committee shall, when necessary, evaluate any basis for the
removal of a director and make a recommendation to the Board with respect to such removal.
10. Directors' Fees. The Committee shall evaluate, consider and recommend to the
Board the amount of directors' fees and other matters relating to the compensation of members of
11. Oversight of Board Committee Performance. The Committee shall periodically
review the charter, composition and performance evaluation of each Board committee. The
Committee shall monitor the frequency with which each committee conducts its meetings and
reports to the Board to ensure compliance with the principles of corporate governance approved
by the Board. The Committee may periodically make recommendations to the Board for the
creation of additional Board committees, any change in the purpose or mandate of existing
committees, or the dissolution of existing committees.
General Corporate Governance
12. Corporate Governance Principles. The Committee is responsible for developing
principles of corporate governance for the Company, taking into account both sound corporate
governance practices and the Company's mission, and recommending such principles to the
Board for approval. The Committee shall review and periodically reassess the adequacy of the
corporate governance principles and recommend any proposed changes to the Board for
approval. A copy of the Company's corporate governance principles is attached hereto as
Appendix A, as the same may be amended from time to time pursuant to this charter provision.
13. Constituent Documents. The Committee shall review periodically the Articles of
Incorporation and By-Laws of the Company and, when the Committee deems it necessary or
appropriate, recommend to the Board such changes thereto as are necessary to ensure compliance
with sound corporate governance practices.
14. Shareholder Meetings. The Committee shall periodically review the planning and
procedures for the calling and convening of shareholder meetings (including the Annual Meeting
of Shareholders) in order to ensure compliance with applicable rules and regulations concerning
proxy solicitations and to promote effective communications between the Company and its
15. Annual Performance Evaluation of the Board. The Committee shall administer,
on an annual basis, a performance evaluation process for the entire Board and each of its
Committees, which shall include the solicitation of observations, suggestions, preferences and
other comments from all directors. The Committee shall provide a performance assessment
report to the Board based on this process, and shall discuss such report with the full Board
following the end of each fiscal year.
16. General. The Committee shall from time to time take such other actions
regarding the manner of governance of the Company as are in the best interests of the Company
and its stakeholders, as the Committee shall deem necessary or appropriate in its discretion.
The Committee shall have the sole authority to retain and terminate any search firm to be used to
identify director candidates and shall have sole authority to approve the search firm's fees and
other terms of engagement. The Committee shall also have authority to obtain advice and
assistance from internal or external legal, accounting or other advisors in carrying out its
responsibilities. If the Governance Committee's consultation with an external auditor involves
the payment of additional fees, the engagement shall be subject to the prior approval of the Audit
and Risk Management Committee.
The Committee may form subcommittees and delegate authority to those subcommittees, as and
when appropriate. Section 6.03 of the Company's Code of By-Laws, which sets forth procedures
for the operation of the Company's executive committee, shall apply to the proceedings of the
Committee, as if the provisions of Section 6.03 were conformed with the terms, names, offices
and other terms of reference within this Charter.
The members of the Committee may consult, in their discretion and as necessary, with the
Chairman and the President in carrying out their responsibilities, provided that such consultation
complies with the Company's principles of corporate governance.
The Committee shall make regular reports to the Board.
The Committee shall review and reassess the adequacy of this Charter annually, taking into
account the purpose of the Committee and the principles of corporate governance approved by
the Board, and shall recommend any proposed changes to the Board for approval.
The Committee shall annually review its own performance. In connection with such review, the
Committee shall, after taking into account its purpose and responsibilities, make an assessment
of the manner in which it has met such responsibilities (including the number of meetings held,
an overall review of matters considered and approved, and the number of meetings attended by
each committee member).
Approved by the Governance Committee
September 30, 2002
Approved by the Board of Directors
December 17, 2002