2003 Committee Charter : ASBC

Associated Banc-Corp
Nominating and Search Committee Charter
[Note: This is an ad hoc committee of the Board of Directors, a subcommittee of the
Administrative Committee, formed on an as-needed basis. The document below is derived from
the Administrative Committee Charter.]
Nominating and Search Committee Purpose
The primary purpose of the Nominating and Search Committee of the Board of Directors is to
review candidates for membership on the Corporate Board of Directors and recommend
individuals for nomination to the Board. This Committee shall also prepare and periodically
review with the entire Board of Directors a list of general criteria for Board nominees.
It shall be the responsibility of the Committee to recommend a successor to the chief executive
officer when that position becomes vacant.
In order to be considered for renomination to an additional term on the Corporate Board of
Directors, the Committee shall ensure that the individual continues to meet the criteria
established for nominees to the Board of Directors, as set forth on Exhibit 1 hereto.
The Committee's primary duties and responsibilities are to:
  • Review and approve the slate of directors and annual meeting resolutions
  • Ensure new and continuing directors meet Nomination/Renomination Criteria
  • Review and recommend succession planning for executive management
  • Recruit and retain members of the Board of Directors of Associated Banc-Corp
  • Assess the attributes new directors should have for the appropriate mix to be maintained and
    ensure that prospective candidates are informed of the degree of energy and commitment the
    company expects of its directors
  • Maintain a database of potential candidates, in consultation with the Board of Directors and
    Chief Executive Officer, on an ongoing basis
  • Identify, with as much advance notice as practicable, impending Board vacancies, so as to
    allow sufficient time for recruitment and for introduction of nominees to the Board
    Nominating and Search Committee Membership
    The membership shall be appointed by the Board from time to time as needed and shall consist
    of no less than three (3) independent director members. Members selected shall not be
    employees of the company, shall meet the independence requirements of NASDAQ and the
    SEC, and the Chairman is to be appointed from among its members by the Board.
    Any member appointed by the Board may be removed by the Board whenever, in its judgment,
    the best interests of the Committee and the company will be served thereby. Members may
    resign from the Committee upon written resignation being duly submitted to and approved by the
    Board.
    Nominating and Search Committee Meetings
    The Nominating and Search Committee shall meet at least annually to review candidates for
    nomination/renomination to the Board and meet at such other times during the year as may be
    necessary to carry out the purposes outlined in this Charter.
    Other
    The Nominating and Search Committee shall perform any other activities consistent with this
    Charter, the company's Bylaws, and governing law, as the Nominating and Search Committee or
    the Board of Directors deems necessary or appropriate.
    The Nominating and Search Committee shall maintain minutes of its meetings and make its
    minutes available to the full Board of Directors.
    The Nominating and Search Committee shall periodically report to the Board of Directors on
    significant results of the foregoing activities. All matters requiring approval of the company's
    Board of Directors must be made by the full Board, based upon the recommendation of the
    Nominating and Search Committee.
    The Nominating and Search Committee, along with the Board of Directors, shall review and
    assess the adequacy of this Charter at least annually. The Nominating and Search Committee
    Charter shall be submitted to the Board of Directors for approval annually.
    Exhibit 1
    Nomination/Renomination Criteria
    With respect to each person proposed to be nominated, the Committee shall be provided with the
    following information: (i) the name, address (business and residence), date of birth, principal
    occupation or employment of such person (present and for the past five (5) years); (ii) the
    number of shares of the Corporation such person beneficially owns (as such term is defined by
    Section 13(d) of the Securities Exchange Act of 1934, as amended [the "Exchange Act"]); and
    (iii) any other information relating to such person that would be required to be disclosed in a
    definitive proxy statement to shareholders prepared in connection with an election of directors
    pursuant to Section 14(a) of the Exchange Act. The Corporation may require any proposed
    nominee to furnish additional information as may be reasonably required to determine the
    qualifications of such person to serve as a director of the Corporation. No person shall be
    eligible for election as a director of the Corporation unless nominated in accordance with the
    procedures set forth in the Bylaws.
    Minimally, these criteria should address the level of director attendance, preparedness,
    participation, and candor.
    With each director nomination recommendation, the Committee should consider the mix of
    director characteristics, experiences, diverse perspectives, and skills that is most appropriate for
    the company.
    The board maintains an openness to new ideas and a willingness to critically re-examine the
    status quo.
    Minimally, the core competencies should address: accounting or finance, international markets,
    business or management experience, industry knowledge, customer-base experience or
    perspective, crisis response, leadership, or strategic planning.
    Nominees should possess the following characteristics:
    ♦ Personal integrity a pledge based on one's own personal integrity that represents the
    organization's commitment to dealing with others in a fair and truthful manner.
    ♦ Professional excellence characteristics and behavior, such as respect for others, fair
    evaluation, and positive regard, that constitute professional excellence as a model for board,
    executives, and associates to follow.
    ♦ Accountability and responsibilities an emphasis on good stewardship, the organization's
    responsibilities to its constituents, and their responsibilities to the organization.
    ♦ Equal opportunity and diversity establish the organization's commitments in hiring and
    other personnel practices.
    ♦ Conflict of interest, personal gain, and expense reporting all decisions will be in the best
    interests of the organization. It is a helpful reminder that individuals should evaluate their
    conduct and their decisions in light of their impact on the organization vis-a-vis the public
    and, more precisely, in light of how they might reasonably be perceived by others. These
    standards are the essence of any code of ethics, and they constitute core values helping to
    underscore that the public can place its faith in the organization's basic integrity.
    ♦ Fresh intellectual perspectives and ideas
    ♦ Knowledge of the banking and finance industry, competitors, and future trends
    Desired Diversity of Board Member Experience and Competencies:
    The corporation's best interests are served by maintaining a diverse and active Board
    membership with members who are willing, able, and well-situated to provide insight into
    current business conditions, opportunities, and risks. The "outside" perspectives of the members
    are key factors in the corporation's success.
    1. It is the current feeling of the Board that its membership should be maintained at 10-12
    persons with the flexibility to expand, if required, to support acquisitions or mergers.
    2. Geographic diversity is desirable and, therefore, membership should consider, in as practical
    a manor as possible, the markets the corporation serves.
    3. Industry representation is desirable and, therefore, a mix and balance of manufacturing,
    service, public, and private companies should be present.
    4. Expertise in multi-disciplines is desirable. Therefore, financial/accounting expertise,
    sales/marketing expertise, mergers and acquisition expertise, regulatory, manufacturing, and
    production expertise, educational institutions, and public service expertise are all desirable.
    5. The Board should consider diversifying its membership racially, ethnically, and through
    gender representation.
    6. A majority of the members of the Board of Directors shall meet the independence
    requirements of the SEC and NASDAQ.