CHARTER OF THE
2003 Committee Charter : FITB
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
OF THE BOARD OF DIRECTORS
OF FIFTH THIRD BANCORP
AS APPROVED BY THE BOARD OF DIRECTORS
ON DECEMBER 17, 2002
I. AUTHORITY AND MEMBERSHIP
The members of the Committee are appointed annually by the Board of Directors
of Fifth Third Bancorp (the "Corporation") on the recommendation of the Committee.
The members of the Committee shall serve until their successors are duly elected and
qualified by the Board. The Committee shall be comprised of three or more members, all
of whom must qualify as independent directors ("Independent Directors") under the
standards for Nasdaq National Market issuers or such other exchange or system upon
which the Corporation's securities are listed, quoted or traded ("Nasdaq") and any
standards of independence as may be prescribed for purposes of any federal securities,
tax, banking or other laws relating to the Committee's duties and responsibilities. No
member of the Committee shall be removed except by majority vote of the Independent
Directors then in office. The Committee shall meet at least four times annually.
Director's fees are the only compensation that a Committee member may receive
directly or indirectly from or on behalf of the Corporation .
The Board will appoint one of the members of the Committee to serve as
Committee Chair on the recommendation of the Committee. The Committee may also
appoint a Secretary, who need not be a Director.
The Committee has the authority, to the extent it deems necessary or appropriate,
to retain independent legal, accounting or other advisors. The Committee shall also have
the authority, to the extent it deems necessary or appropriate, to ask the Corporation to
provide the Committee with the support of one or more Corporation employees to assist it
in carrying out its duties. The Corporation shall provide for appropriate funding, as
determined solely by the Committee, for payment of compensation to any advisors
employed by the Committee. The Committee may request any officer or employee of the
Corporation or the Corporation's outside counsel or other advisors to attend a meeting of
the Committee or to meet with any members of, or consultant to, the Committee.
II. PURPOSE OF THE COMMITTEE
The Committee's primary purpose is to:
· Develop and recommend to the Board corporate governance policies and
guidelines for the Corporation and for identifying and nominating director and
committee member candidates; and
· Nominate directors for election to the Board and appointment to committee
III. RESPONSIBILITIES OF THE COMMITTEE
A. Charter Review
· Review and reassess the adequacy of this charter annually and recommend to
the Board any proposed changes to this charter; and
· Publicly disclose the charter and any such amendments at the times and in the
manner required by the SEC and/or any other regulatory body or stock
exchange having authority over the Corporation, and in all events post such
charter and amendments to the Corporation's website.
B. Corporate Governance Policies
· Recommend to the Board policies to enhance the Board's effectiveness,
including the size and composition of the Board, the frequency and structure
of Board meetings, the frequency, structure and guidelines for calling
executive sessions of Independent Directors, procedures for Board Meetings
including distribution of meeting materials, and the formation of new Board
· Create and review at least annually, the corporate governance policies of the
Corporation, including Corporate Go vernance Guidelines, Code of Business
Conduct and Ethics, and Document Retention and Destruction Policy, to
ensure that they are appropriate for the Corporation and comply with
applicable laws, regulations and listing standards, and to recommend any
desirable changes to the Board.
· Establish and review at least annually an enforcement mechanism for the
Corporation's Code of Business Conduct and Ethics;
· Consider any other corporate governance issues that arise from time to time,
including requests for waivers from the Corporation's Code of Business
Conduct and Ethics or Corporate Governance Guidelines, and develop
appropriate recommendations for the Board.
· Review at least annually the Corporation's succession plans for its CEO and
other executive officers and make recommendation to the Board regarding the
· Review and advise the Board from time to time with respect to the functions
of the Corporation's executive officers and the governance structure of the
C. Board Membership
· Investigate and assess the backgrounds and skills required of Board members
and those of potential candidates for Board membership.
· Nominate candidates to be presented to the Shareholders for election or to the
Board for appointment to fill vacancies accordingly, considering the
independence and other qualifications of each candidate and seeking an
appropriately diversified Board.
· Establish training and orientation programs for all new Board members.
· Maintain an active file of suitable candidates for consideration as nominees to
· Recommend to the Board standards for determining director independence
and other qualifications consistent with the requirements applicable to Nasdaq
and other legal or regulatory requirements and review and assess these
standards on a periodic ongoing basis.
D. Committee Memberships
· Make recommendations to the Board for membership on the various Board
committees (considering the qualifications for membership on each committee
and the extent to which there should be a policy of periodic rotation of
directors among the committees).
· Recommend to the Board such changes to the Board's committee structure
and committee functions as it deems advisable.
· Recommend committee members for chairs of such Board committees.
· Establish training and orientation programs for all new committee members.
E. Board Compensation
· Recommend director and committee member and chair compensation for
those directors who are not also salaried officers of the Corporation to the full
Board of Directors.
F. Evaluation of the Board, Committees and Executive Officers
· Review on at least an annual basis the Board's performance as a whole, each
committees' performance as a whole and each individual director's
· Establish continuing education programs for all Board and committee
· Review on at least an annual basis the performance of the Corporation's CEO
and other executive officers.
· Form and delegate authority to subcommittees when appropriate.
· Retain or terminate any search firm to be used to identify director candidates,
including sole authority to approve the search firm's fees and other retention
terms, with such fees to be borne by the Corporation.
· Report to the Board on the Committee's activities at each Board meeting.
· Annually review the performance of the Committee.
In performing their responsibilities, Committee members are entitled to rely in
good faith on information, opinions, reports or statements prepared or presented by:
· One or more officers or employees of the Corporation whom the Committee
member reasonably believes to be reliable and competent in the matters
· Counsel, independent auditors, or other persons as to matters which the
Committee member reasonably believes to be within the professional or
expert competence of such person; or
· Another committee of the Board as to matters within its designated authority
which committee the Committee member reasonably believes to merit