Charter of the Corporate Governance/Nominating Committee
2003 Committee Charter : CF
of the Board of Directors of
Charter One Financial, Inc.
I. Statement of Policy
The Corporate Governance/Nominating Committee (the "Committee) shall be appointed by the Board of Directors of Charter One Financial, Inc. (the "Board") for the purposes identified in the Charter One Financial, Inc. Corporate Governance Guidelines (the "Guidelines").
II. Committee Composition and Meetings
The Committee composition shall be in accordance with the New York Stock Exchange listing standards. The Committee shall be comprised of three or more directors (including a chairperson) as appointed annually by the Board, each of whom shall be an independent director as defined by the New York Stock Exchange listing standards and each of whom shall be free from any relationship that would interfere with the exercise of his or her independent judgment. The Board shall have the power at any time to change the membership of the Committee and to fill vacancies, subject to the qualification requirements of this Charter. The Committee shall meet at least two times annually or more frequently as circumstances require.
III. Committee Duties, Responsibilities and Process
The Committee shall have the following responsibilities:
1) Regularly review issues and developments related to corporate governance issues and formulate and recommend for adoption the Guidelines and amendments thereto, from time to time, to the Board, with the Guidelines addressing the following issues:
Board and Committee Qualifications and Functions
Director Access to Management and Independent Advisors
Director Orientation and Continuing Education
Annual Performance Evaluation of the Board
2) Perform the Committee functions as detailed in the Guidelines; and
3) Make regular reports to the Board on Committee activities.
IV. Evaluation of the Committee
The Committee shall, on an annual basis, evaluate its performance under this Charter.