The committee shall consist of at least three (3) independent directors, including a chair and such other independent directors as the Board shall appoint. An “independent director” is a director who meets the American Stock Exchange ("AMEX") definition of “independence,” as determined by the Board.
This committee will assist the Board in governing the corporation in compliance with all laws and regulations pertaining to corporate governance, including those related to board membership and composition. Specific responsibilities include:
1. To establish procedures for the nomination process and to nominate or recommend to the Board the nomination of qualified candidates for election to the Board.
2. To review and recommend Board practices and policies concerning corporate governance.
3. To review “related party transactions” as required under AMEX rules between the Corporation and its directors.
4. To review annually and report to the Board concerning which directors are "independent" under the AMEX corporate governance listing standards.
5. To review and recommend the following policies to the Board:
a. Uniform Code of Conduct and Ethics for Directors;
b. Code of Conduct for the CEO and Senior Financial Officers;
c. Code of Conduct and Ethics for Officers and Employees; and
d. Board Policy, including board committee charters.
6. To review training requirements and initiatives for directors.
7. To periodically review the fees being paid to directors and the manner in which those fees should be paid, and to make recommendations to the Board concerning any adjustments thereto as appropriate.
Consideration of Nominees
In considering candidates for the Board, the committee should include individuals who may be recommended by directors, management, or stockholders. The committee shall use the same judgment and criteria in considering all director nominees. The committee is not required to conduct or document full reviews of all names submitted to it.
Candidates recommended by the committee for nomination as directors should, as a group, meet the Corporation’s strategic needs; possess the highest personal values, judgment and integrity; understand the regulatory and policy environment in which the Corporation does business; have an understanding of, and interest in, the communities served by the Corporation; and have experience in the key business, financial and management challenges that face a financial services company such as Tompkins Trustco.
Shareholders may recommend director
candidates to serve on the Board of Directors by submitting their recommendations to: Chairman,
Nominating/Corporate Governance Committee, Tompkins Trustco,
Inc. Board of Directors,
The committee shall have the authority to retain such outside counsel, experts, and other advisors as it determines appropriate to assist it in the full performance of its functions.
The committee shall meet at least annually, either in person or telephonically, and at such times and places as the committee shall determine. The committee shall make regular reports to the Board on its activities. These reports will generally occur after each committee meeting or at such other times as the committee deems appropriate.