HANMI FINANCIAL CORPORATION
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER
The Nominating and Corporate Governance Committee (the "Committee") of the Board of Directors (the "Board") of Hanmi Financial Corporation (the "Company") is appointed by the Board to (a) assist the Board by identifying individuals qualified to become Board members, (b) recommend to the Board the director nominees for the Board and Board committees for the next annual meeting of stockholders, (c) develop, recommend and implement a set of corporate governance principles applicable to the Company and (d) monitor the process to determine Board and committee effectiveness.
The Committee shall be comprised of at least three directors, each of whom shall be determined by the Board to meet the independence requirements of the Securities and Exchange Commission (the "SEC"), the Federal Deposit Insurance Corporation ("FDIC"), The Nasdaq Stock Market, Inc. ("Nasdaq") and any other applicable governmental or regulatory authorities.
The Committee members shall be appointed by the Board on recommendation by the Committee. The Board shall designate a Chairman and a Vice Chairman of the Committee. If the Committee Chairman is not present at a meeting of the Committee, the Vice Chairman shall preside.
The Committee shall meet annually or more frequently as circumstances require. A majority of the members of the Committee shall constitute a quorum. The action of a majority of those present at a meeting at which a quorum is attained shall be the act of the Committee.
The Committee Chairman, in consultation with management and other members of the Committee, shall prepare and/or approve an agenda in advance of each meeting. Materials related to agenda items shall be provided to the Committee members sufficiently in advance of the meeting where necessary to allow the members to prepare for discussion of the items at the meeting. The Committee shall maintain written minutes of its meetings, which shall be maintained with the books and records of the Company. The Committee shall report its activities regularly and directly to the Board and shall make recommendations that the Committee deems advisable.
The Committee may request that any director, officer or employee of the Company, or other persons whose advice and counsel are sought by the Committee, attend any meeting of the Committee to provide such pertinent information as the Committee requests.
1. Conduct or authorize investigations into or studies of matters within the Committee's scope of responsibilities.
2. 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 retention terms, such fees to be borne by the Company. The Committee shall also have authority to obtain advice and assistance from internal or external legal, accounting or other advisors as it deems necessary, such fees to be borne by the Company.
3. Annually review and reassess it's own performance and the adequacy of this Charter.
1. Identify, recruit, screen, interview, and recommend to the Board candidates for new directors as necessary to fill vacancies or to fill additional needs of the Board.
2. Recommend qualified director nominees to the Board for election or re-election at each annual meeting of stockholders.
3. Recommend to the Board candidates for membership on the various committees of the Board.
4. Annually review the current size of the Board and make any recommendations regarding the appropriate size of the Board.
5. Oversee and prepare the evaluation method and criteria for the Board's annual evaluation of the composition, competence and performance of the Board and its committees. The Committee may retain consultants or advisors to assess the performance and effectiveness of the Board as a whole, its committees and each individual director. The results of any self-evaluations, peer evaluations, or evaluations by any consultant or advisor shall be submitted to the Board. The evaluations shall focus on contributions by the Board and individual directors to the Company. The assessment shall also include director succession planning, in light of the expected future needs of the Board and the Company, so as to ensure that Board effectiveness is not diminished during periods of transition.
6. Annually evaluate and recommend the appropriate level of compensation, including stock options, for non-employee members of the Board. In determining the compensation for Board and committee service, the Committee shall consider all relevant factors, including applicable legal, regulatory and listing requirements and compensation of independent directors at comparable companies.
7. Review and consider recommendations by stockholders for directors to be nominated, provided that any such recommending stockholders have complied with the procedures for recommending Board nominees set forth in the Company's Corporate Governance Guidelines.
8. Review with the Board annually the appropriate criteria and standards for determining director independence consistent with the rules of Nasdaq, the rules and regulations of the SEC and all other applicable legal requirements.
9. Monitor the orientation and training needs of directors and recommend action to the Board concerning such orientation and training needs where appropriate.
1. Annually evaluate the performance and effectiveness of the board of subsidiaries, board committees of the subsidiaries, and individual subsidiary directors.
2. Recommend to the Board slate of persons to be nominated as directors of subsidiaries.
The Committee shall review not less than annually the Company's Corporate Governance Guidelines and the Code of Business Conduct and Ethics and recommend any proposed changes to the Board for approval.
The Committee shall also undertake such additional activities within the scope of its primary function as the Board or the Committee may from time to time determine or as may otherwise be required by law, the Board or the Company's by-laws or charter.
The duties and responsibilities of a member of the Committee are in addition to those duties set out for a member of the Board of the Company.