The purpose of the Executive and Governance
Committee (the “Committee”) of the Board of Directors of 1st Source
Corporation and 1st Source Bank (the “Company”) is: (i) to serve as
the senior committee of the Board with oversight responsibility for
the effective governance of the Company, (ii) to exercise (except as
otherwise provided by law or in the Company’s By-Laws) all the
authority of the Board during the intervals between the meetings of
the Board, (iii) to identify and monitor the appropriate structure
of the Board, (iv) to select Board members for appointment by the
Board to committee assignments, and (v) to oversee any other
activities intended to assure the effective and appropriate
governance of the Company.
Committee Membership, Qualifications and Meeting
The Committee shall consist of at least three
directors. The members of the Committee shall be appointed and
replaced by the Board. Members are appointed annually and serve a
one-year term with the expectation that members will serve at least
two consecutive terms and preferably three. The Board shall appoint
one member of the Committee as its chairperson. The Committee shall
meet at such times as may be necessary to carry out its
responsibilities. The Committee will cause to be kept adequate
minutes of all its proceedings, and will report its actions to the
next meeting of the Board.
Authority, Duties and Responsibilities
- Except as otherwise provided by law or in the Company’s
By-Laws, exercise the power and authority delegated to the
Committee herein and in the Company’s By-Laws at any time between
the meetings of the Board when a matter requires expeditious
action by the Board or when it would not be practical for the full
Board to meet to review or act upon the matter.
- Conduct at least bi-annually a corporate governance review to
ensure that the Board is adhering to current practices that are
appropriate for the Company in all applicable areas and that the
Board and all of its committees are functioning effectively.
- Evaluate periodically the desirability of and recommend to the
Board or the Nominating Committee any changes in the size and
composition of the Board.
- Develop and recommend to the Board the Company’s corporate
governance guidelines and any changes therein.
- Develop, submit to the Nominating Committee, and review with
the Board from time-to-time guidelines and criteria to determine
the qualifications of directors.
- Annually review the composition of each Committee of the Board
and present recommendations for Committee memberships to the Board
- In the event that it is necessary to select a new chief
executive officer, the Committee shall lead the process and may
initiate evaluation, consideration and screening of potential
- Establish and administer a periodic assessment of the
performance of both the Board as a whole and its individual
- Review this charter annually and recommend any proposed
changes to the Board.
- The Committee shall annually review its own performance.
Nothing in this charter is
intended to alter in any way the standard of conduct that applies to
any of the directors under Ind. Code § 23-1-35 or § 28-13-11, as
applicable, as amended, and this charter does not impose, nor shall
it be interpreted to impose, any duty on any director greater than,
or in addition to, the duties or standard established by such
Adopted by the Board of Directors this 29th day of January,