MAF BANCORP, INC.

Nominating and Corporate Governance Committee of the

Board of Directors

COMMITTEE CHARTER

[(approved by the Board on March 23, 2004)]

 

Composition:

The Nominating and Corporate Governance Committee shall be comprised of not less than two members of the Board as may be appointed to the Committee from time to time by a majority of the Board; provided, however, no member of the Committee shall be an employee of the Company, and each member must be determined by the Board to be “independent” in accordance with  independence” rules of the Nasdaq National Market applicable to Board members generally.  The Chairman of the Nominating and Corporate Governance Committee shall be designated by the Board out of those members appointed to the Committee.  The Chairman (or in his or her absence, such other Committee member as selected by the members present) shall preside at meetings of the Nominating and Corporate Governance Committee.

Committee Role and Scope of Authority:


The Nominating and Corporate Governance Committee is responsible for recommending to the Board the slate of nominees to be presented by the Board of Directors for election as directors at each annual meeting of shareholders.  The Committee shall also take a leadership role in the development of corporate governance policies and management succession planning. The duties of the Nominating and Corporate Governance Committee shall include (in addition to any other specific authority that may be delegated to the Committee from time to time by resolution of the Board) the following:

 

(1)               determine criteria for the selection and qualification of the members of the Board consistent with corporate governance and other policies the Board may from time to time adopt and in order to ensure that a majority of the Board is comprised of “independent” directors;

 

(2)               evaluate the qualifications of director candidates, including incumbent members of the Board that are willing to stand for reelection and nominee recommendations, if any, received from shareholders in accordance with the procedures set forth in the By-laws;

 

(3)               seek out possible candidates and otherwise aid in attracting highly qualified candidates to serve on the Board;

 

(4)               recommend for Board approval persons to fill vacancies on the Board which may occur between annual meetings;

 

(5)               review information provided by directors in response to the Company’s annual D&O Questionnaire regarding directors’ relationships with the Company and other relevant information in order to evaluate, at least annually, the “independence” of each member of the Board, and make recommendations to the Board with respect to determination of each member’s “independence” consistent with the listing requirements of the Nasdaq Stock Market;

 

(6)               establish procedures to receive prompt notification of changes in a director’s circumstances that may be deemed to affect his or her qualifications or independence as a director and review such information and make recommendations as deemed appropriate;

 

(7)               review from time to time, monitor emerging best practices and make appropriate recommendations for Board approval, with respect to the Company’s corporate governance practices, policies or guidelines, including, among other things:

 

(a)                the structure of various committees of the Board, the composition and individual members of such committees and the functions of the Board and the committees thereof;

 

(b)               Board and Board committee meeting schedules and agendas and director responsibilities regarding meeting attendance and preparation;

 

(c)                Board member attendance at annual shareholder meetings and processes for security holders to communicate with Board members;

 

(d)               Director access to management and, as necessary and appropriate, independent advisors;

 

(e)                Board tenure and retirement policies;

 

(f)                 Board and Committee self-assessments;

 

(g)                Director orientation and continuing education; and

 

(h)                such other matters deemed advisable to improve the overall effectiveness of the Board;

 

(8)               study, and review with management at least annually, the overall effectiveness of the organization of the Board and the conduct of its business, and make appropriate recommendations to the Board with regard thereto;

 

(9)               review, at least annually, the Company’s code of ethics and if appropriate, make recommendations for Board approval with respect to modifications or enhancements thereto, and consider requested waivers thereof, if any, for directors or executive officers;

 

(10)           conduct, at least annually, a performance assessment of the Board and of the Nominating and Corporate Governance Committee and report its findings to the Board;

 

(11)           review management succession plans periodically with senior management as appropriate, and report to the Board at least annually regarding management succession planning; and

 

(12)           review and approve annually the required proxy statement disclosures regarding the board nomination processes and other corporate governance matters.

 

In carrying out its duties and responsibilities, the Nominating and Corporate Governance Committee is authorized to engage such independent consultants and advisers, including third-party search firms, as the Committee deems necessary and advisable.

Manner of Acting:

A majority of the members of the Committee present (in person or by telephone) at any meeting of the Committee shall constitute a quorum, and approval by a majority of the quorum is necessary for Committee action.  Minutes shall be recorded of each meeting held.  The Committee may adopt its own rules of procedure, and, unless otherwise determined by a majority vote of the members of the Committee, actions may be taken by written consent in lieu of a meeting of the Committee.

Reports:

The Chairman of the Nominating and Corporate Governance Committee (or in his absence such other Committee member as the Committee may select) shall report on behalf of the Committee to the full Board at each regularly scheduled meeting thereof with respect to any action taken by the Committee if any meetings of the Committee have been held (or action otherwise taken) since the date of the previous Board meeting.