I. Nominating and Corporate Governance Committee Purpose
2003 Nominating Charter: BNK
The Nominating and Corporate Governance Committee (the "Committee") is appointed by the Board of Directors of Banknorth Group, Inc. ("Banknorth") to assist the Board in fulfilling its oversight responsibility. The primary duties and responsibilities of the Committee are to:
Identify individuals who are qualified to become Board members;
Committee members must meet the New York Stock Exchange ("NYSE") listing standards and other statutory or regulatory requirements relative to director independence. The Committee must have three or more independent directors as determined by the Board, each of whom must be independent, non-executive directors, free from any relationship that would interfere with the exercise of its members' equitable judgment. Non-independent directors may attend Committee meetings and assist the Committee in establishing its meeting agendas. Compensation for service on the Committee will be established by the full Board based on the recommendations of the Human Resources Committee.
Committee members are nominated by the Committee and appointed by the Board of Directors annually at its Organizational Meeting. The membership of the Committee members includes the vice-chairmen and Lead Directors designated by the Board and other members appointed by the full boards of Banknorth.
The Committee must meet at least two times annually, or more frequently as circumstances dictate. The Committee Chair must approve an agenda in advance of each meeting. If the Chair is not present, the members of the Committee may designate a Chair by a majority vote of those present. The Committee may meet in executive session annually to review the performance of the Board and/or to discuss any other matters that it believes should be discussed without management present and will present a full report to the Board annually.
III. Nominating and Corporate Governance Committee Responsibilities and Duties
A. Recommend Qualified Individuals for Board membership
Review individual qualifications for service of individuals on the full Board;