2003 Committee Charter : FBF

FLEETBOSTON FINANCIAL CORPORATION
Board Governance
And
Nominating Committee Charter
PURPOSE
The Board Governance and Nominating Committee shall assist the Board of Directors by (i)
identifying individuals qualified to be members of the Board and recommending such individuals
to be nominated by the Board for election to the Board by the shareholders, (ii) developing and
recommending to the Board of Directors a set of corporate governance principles applicable to
the Corporation that are consistent with sound corporate governance practices and in compliance
with applicable legal, regulatory or other requirements, and (iii) monitoring and reviewing any
other corporate governance matters which the Board of Directors may refer to the Committee
from time to time.
COMPOSITION
The Board Governance and Nominating Committee shall be appointed by a resolution passed by
a majority of the Board of Directors. A minimum of three members shall be selected to serve on
the Committee. The Committee shall satisfy the independence standards and any other
requirements established by the Securities and Exchange Commission and the New York Stock
Exchange.
DUTIES AND RESPONSIBILITIES
In carrying out its purposes, the Board Governance and Nominating Committee shall have the
following duties, responsibilities and authority.
  • Review and recommend to the Board, from time to time, the desired characteristics of the
    composition of the Board including size, competencies, experience of members, diversity,
    age and other appropriate qualities.
  • Review qualifications of potential Board members and make recommendations to the Board
    who in turn will so recommend to the shareholders.
  • Review members standing for re-election, evaluate such members on the basis of
    contribution, change of status and commitment to the Corporation, and make
    recommendations to the Board for re-election of members.
  • Review and recommend to the Board standards to be used in determining the "independence"
    of individual directors and also standards to be used in determining other required
    competencies such as "financial expertise". Review, as appropriate, whether members of the
    Board continue to meet such standards.
  • Evaluate potential director conflicts of interest with respect to related party transactions.
  • Review, from time to time, committee responsibilities as well as the charters of such
    committees in an effort to ascertain that all board functions are being met in an efficient and
    2
    appropriate manner. Consider and recommend to the Board assignment of members to the
    committees.
  • Review and evaluate the performance of the Board and its committees.
  • Review and approve a statement of Corporate Governance Guidelines and Principles that is
    consistent with applicable law and regulations and recommend such statement for adoption
    by the Board. Periodically update the same.
  • Review and approve a Code of Business Conduct and Ethics and recommend such Code for
    adoption by the Board. Adopt provisions for Board level review of waivers to the Code in
    appropriate circumstances.
  • Gather and review information for the annual performance evaluation of the CEO. The
    Committee Chair will lead the subsequent executive discussion with those members of the
    full Board who are not currently serving as, or have not served as, an officer of the
    Corporation. Such evaluation and discussion shall occur at least one month prior to the
    review of CEO compensation by the Human Resources Committee. (For purposes of
    executive discussions with the full Board, there shall be at least two executive sessions of the
    Board scheduled during each year.)
  • Consider and act appropriately on such other matters raised by any member of the Board
    regarding the affairs of the Corporation including information to be submitted to the Board
    and the relationship of the Board and management, generally.
    DELEGATION TO SUBCOMMITTEE
    The Committee may, in its discretion, delegate any portion of its duties and responsibilities to a
    subcommittee of the Committee.
    RESOURCES AND AUTHORITY
    The Committee shall have the resources and authority appropriate to discharge its duties and
    responsibilities under this charter. The Committee shall also have the authority to select, retain
    and terminate outside counsel or other experts or consultants, as it deems appropriate, and to
    approve the fees and to determine the retention terms of such individuals, without seeking
    approval of the Board or management, which fees shall be at the cost and expense of the
    Corporation. With respect to consultants or search firms used to identify director candidates, this
    authority shall be vested solely in the Committee.