Nominating Committee Charter
The primary function of the Nominating Committee is to identify, evaluate and recommend to the Board of Directors (the "Board") of Yardville National Bancorp (the "Company") candidates from whom the Board shall select director nominees for election by the Company's shareholders. If any vacancy on the Board is to be filled by the Board in accordance with the Company's Restated Certificate of Incorporation or Bylaws, the Nominating Committee shall identify, evaluate and nominate individuals for election by the Board.
The Nominating Committee's membership shall meet the requirements of applicable law and all rules set forth in the Company's Bylaws and promulgated by the Securities and Exchange Commission ("SEC"), The Nasdaq Stock Market, Inc. ("Nasdaq") or any other stock exchange or trading market on which the Company's securities may be listed or approved for quotation (an "Exchange"). The Nominating Committee shall consist of two or more members of the Board, each of whom shall be "independent," as that term is defined by applicable SEC, Nasdaq and Exchange rules; provided that if the Nominating Committee consists of three or more members, the Nominating Committee may include one member who is not independent to the extent permitted by, and in accordance with, applicable SEC, Nasdaq and Exchange rules.
The members of the Nominating Committee shall be elected by the Board at the Company's annual organizational meeting or at any regular or special meeting of the Board, and such members shall serve until their successors shall be duly elected and qualified, or until such member's removal from the Nominating Committee by the Board, or until such member ceases to be a member of the Board or ceases to meet the independence or other membership requirements set forth in this Charter. Vacancies on the Nominating Committee shall be filled by the Board, and any member of the Nominating Committee may be removed, with or without cause, by the action of a majority of the whole Board. Unless a Chairman of the Nominating Committee is elected by the Board, the members of the Nominating Committee may designate a Chairman by majority vote of the full Nominating Committee membership.
The Nominating Committee shall meet at least once per year and shall meet at the call of the Chairman of the Nominating Committee or of any two members of the Nominating Committee (or if there shall be only one other member, then at the call of that member). A majority of the Nominating Committee membership shall constitute a quorum for the transaction of business (or if there shall be only two members, then both must be present), and the act of a majority of those present at any meeting at which a quorum is present (or if there shall be only two members, then they must act unanimously) shall be the act of the Nominating Committee.
The Nominating Committee shall keep regular minutes of its proceedings, which minutes shall be recorded in the Minute Book of the Company. The Secretary or any Assistant Secretary of the Company may act as Secretary of the Nominating Committee, if requested, or the Nominating Committee may appoint one of its members to act as Secretary of a meeting. The Nominating Committee may also act by unanimous written consent without a meeting, and any such action taken by written consent also shall be recorded in the Minute Book of the Company.
The minutes of the Nominating Committee reflecting, among other things, all actions taken by the Nominating Committee, shall be distributed to the Board at the next Board meeting following the meeting of the Nominating Committee that is the subject of such minutes.
Committee Authority and Responsibilities:
To fulfill its responsibilities and duties, the Nominating Committee shall:
Identify, evaluate and recommend director candidates for the Board's selection. The Nominating Committee will seek recommendations for director candidates from members of the Nominating Committee, the Board, and senior management. It will consider candidates recommended by any of the foregoing parties or the Company's shareholders and may consider candidates recommended by other parties.
Administer the policy and procedures set forth in the Company's Bylaws with regard to the consideration of any director candidates recommended by the Company's shareholders, as they may be amended from time to time. Such policy and procedures, as existing on the date of the adoption of this Charter, are attached hereto as Exhibit A. The Company will forward any and all information with respect to director candidates received from the Company's shareholders to the Nominating Committee. Candidates recommended by the Company's shareholders in accordance with the procedures set forth in the Company's Bylaws will receive the same consideration as received by the candidates identified by the Nominating Committee.
Establish, implement and administer any and all other policies and procedures deemed necessary or desirable by the Nominating Committee to effectuate the Nominating Committee's purpose and responsibilities, as set forth in this Charter.
Review and make recommendations on the range of skills, qualifications and expertise which should be represented on the Board, and the eligibility criteria for individual Board and committee membership. In the case of potential independent director candidates, such eligibility criteria shall be in accordance with SEC, Nasdaq and Exchange rules.
In evaluating new candidates for Board nomination, the Nominating Committee shall consider one or more of the following factors, as well as any other factors deemed relevant by the Nominating Committee: independence, integrity, knowledge, judgment, character, leadership skills, education, experience, financial literacy, diversity, technical background, standing in the community and the needs of the Board in light of the current mix of directors' skills and attributes. In evaluating incumbent directors for re-election, the Nominating Committee shall consider that director's overall service to the Company, including the number of meetings attended, level of participation, quality of performance, as well as any other factors deemed relevant by the Nominating Committee.
Have authority to retain and terminate any search firm to be used to identify director candidates, including sole authority to approve the search firm fees and other retention terms.
Have authority to obtain advice and assistance from internal and external legal, accounting or other advisers, including authority to retain and terminate external legal, accounting or other advisers and sole authority to approve the advisers' fees and other retention terms.
Review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.
Identify candidates for the Business Development Board
Annually evaluate its own performance.
Article I, Section 10 of the By-Laws of Yardville National Bancorp
Shareholder Nominees and Proposals:
Only shareholders or their representatives may participate in any annual or special meeting of the Corporation. A shareholder or his representative who desires to nominate any individual or individuals as directors in opposition to or in addition to any nomination made or expected to be made by the Board of Directors or proposes that shareholders take any action not approved by the Board of Directors shall be permitted to do so only if such shareholder or his representatives follow the procedures set forth below. A shareholder or his representative who wishes to nominate any individual as a director or have the shareholders take any action shall notify the Secretary of the Corporation by registered mail, return receipt requested, (i) with respect to an annual meeting not less than 45 calendar days prior to the date fixed for the annual meeting or, if no date has then been fixed by the Board of Directors, then 60 calendar days in advance of the date of the previous year's annual meeting, and (ii) with respect to any special meeting, the earlier of 30 days before the date on which the shareholder or his representative proposes, calls or attempts to call any special meeting of the shareholders or 5 days after the shareholder or his representative learns (or with the exercise of reasonable care should have learned) of the Board of Directors intention to call a special meeting of shareholders (but in no event later than 5 days after the notice of meeting is first mailed to shareholders). Any such notice by a shareholder shall specify the following: (i) the name of the shareholder who will make the nomination or proposal or on whose behalf the proposal or nomination will be made; (ii) the names of all other shareholders who are acting directly or indirectly in concert with the shareholder or who have an understanding directly or indirectly with the proposing shareholder; (iii) the number of shares which the shareholder reasonably anticipates may be voted in favor of the proposal; and (iv) the name, address and business background of any nominee and/or the full text of any proposal. Any nomination or proposal (other than those approved by the Board of Directors) shall be disregarded by the Chairman of the shareholders' meeting unless made pursuant to all of the above procedures. Nothing contained in this section shall permit the transaction of business at a shareholders' meeting unless the notice for such meeting mailed or delivered to all shareholders contains any required notice of the purpose or purposes of the meeting.