CHARTER OF THE
2004 Committee Charter : FCNCA
As approved by the Board of Directors on January 26, 2004
This Charter sets forth the composition, authority, duties and responsibilities of the Nominations Committee of the Board of Directors of First Citizens BancShares, Inc. (the "Corporation").
The Nominations Committee (the "Committee") is established as a committee of the Corporation's Board of Directors generally to identify and make recommendations to the Board regarding candidates for service as directors and members of committees of the Corporation and its two subsidiaries, First-Citizens Bank & Trust Company (the "Bank") and IronStone Bank ("IronStone"). The Committee will have such other duties and responsibilities as are described in this Charter or as are assigned to it from time to time by the Board of Directors.
Composition and Appointment
The Committee will be comprised of not less than three members who will be appointed annually by the Board of Directors. Members of the Committee will serve at the pleasure of, and may be removed at any time by, the Board of Directors. The Board will appoint one of the members of the Committee to serve as Committee Chairman. Except to the extent otherwise permitted by the listing standards of The Nasdaq Stock Market, each member of the Committee must be a director of the Corporation who is "independent" as that term is defined in those listing standards. Members of the Committee also must satisfy any other requirements of Nasdaq or the Securities and Exchange Commission that from time to time apply to the Corporation's Nominations Committee.
The Committee will meet as often as its members consider necessary in order to carry out the Committee's responsibilities. Dates, times and locations of meetings will be determined by the Committee or by its Chairman. A majority of the number of regular members then serving on the Committee will constitute a quorum. The Committee itself will determine who, if anyone, other than Committee members may be present during its deliberations or voting on any matter. The Committee will keep minutes of its meetings and, following each Committee meeting, the Chairman will make a report to the Board of Directors at its next scheduled meeting regarding the deliberations of or actions taken by the Committee.
The Committee will:
· identify individuals who are qualified to become directors of the Corporation, the Bank and IronStone;
· recommend candidates to the Corporation's Board of Directors each year for selection as nominees for election as directors of the Corporation at annual meetings of the Corporation's shareholders;
· recommend candidates to the Corporation's Board of Directors from time to time for selection as nominees for appointment to fill vacancies on the Board of Directors;
· recommend candidates to the Corporation's Board of Directors from time to time for election by it as directors of the Bank and IronStone;
· make recommendations to the Corporation's, the Bank's and IronStone's Boards of Directors each year or from time to time regarding their appointment of members of committees of the Boards of Directors;
· make recommendations to the Corporation's Board of Directors from time to time regarding the size and composition of the Corporation's, the Bank's and IronStone's Boards and Board Committees; and
· undertake other specific duties and responsibilities within the scope of its primary functions outlined above as the Committee or Board of Directors may from time to time determine.
In identifying candidates to be recommended to the Corporation's Board of Directors for selection as nominees or for appointment to fill vacancies, the Committee will seek to identify and recommend individuals who have high personal and professional integrity, who demonstrate exceptional ability and judgment, and who, in conjunction with other members of the Boards of Directors, will be effective in collectively serving the long-term interests of the Corporation's shareholders. Candidates recommended by the Committee must satisfy applicable requirements of state and federal banking regulators pertaining to qualifications to serve as directors of the Corporation, the Bank and/or IronStone, and, in performing its duties, the Committee may develop other criteria or lists of minimum qualifications for use in its identification of individuals to be recommended or selected for consideration as directors (including, without limitation, independence, business experience relevant to the needs of the Corporation and its subsidiaries, leadership qualities, diversity, and special ability to represent shareholders). Any such criteria will be subject to the review and approval of the Board of Directors.
In identifying candidates to be recommended to the Board of Directors for selection as nominees for election as directors of the Corporation or for appointment to fill vacancies on the Corporation's Board, the Committee will consider individuals recommended by shareholders. The Committee may develop procedures to be followed in connection with shareholder recommendations (including without limitation deadlines for receipt of recommendations in connection with annual meetings, required information to be provided regarding a candidate, required consents of candidates to be considered by the Committee, and the treatment of previously recommended individuals). Any such procedures will be subject to the review and approval of the Board of Directors.
After receipt of recommendations from the Committee regarding candidates for election or appointment as directors of the Corporation, the Bank or IronStone, the Corporation's Board of Directors will make all final decisions regarding the nomination or appointment of those persons.
The Committee is authorized to perform each of its duties and responsibilities listed in this Charter. If it considers it appropriate, the Committee may delegate any of its responsibilities to a subcommittee, provided that any such subcommittee is composed entirely of "independent" directors. In discharging its responsibilities, the Committee is authorized to retain outside counsel or other consultants (including a search firm) in accordance with procedures established by the Committee, and it has the authority to approve all terms of the engagement of those consultants, including their fees or other compensation.
In performing its duties under this Charter, the Committee may conduct such investigation and request and consider such information (from management or otherwise) as it shall consider necessary, relevant or helpful in its deliberations and the formulation of its recommendations. In connection with any such investigation, the Committee may rely on information provided to it by management without any further verification. However, whenever the Committee takes an action, it will exercise its independent judgment on an informed basis and in a manner it considers to be in the best interests of the Corporation and its shareholders.
Annual Assessment of Adequacy of Policy
The Committee will, on an annual basis, review and reassess the adequacy of this Charter and recommend any proposed changes to the Board of Directors for approval.