2004 Committee Charter : BPOPPURPOSE OF COMMITTEE
The purpose of the Corporate Governance and Nominating Committee (the
"Committee") of the Board of Directors (the "Board") of Popular, Inc.
("Popular") is (a) to identify and recommend individuals to the Board for
nomination as members of the Board and its committees, (b) to identify and
recommend individuals to the Board for nomination as Chief Executive Officer and
Chairman of Popular, (c) to promote the effective functioning of the Board and
its committees, and (d) to develop and recommend to the Board a set of corporate
governance principles applicable to Popular.
The Committee will consist of three or more members of the Board, each
of whom the Board has determined has no material relationship with Popular and
each of whom is otherwise "independent" under the rules of The NASDAQ Stock
The Board will appoint the members of the Committee. Members will serve
at the pleasure of the Board and for such term or terms as the Board may
determine. Members will have experience with board of director's nominations or
corporate governance matters.
COMMITTEE STRUCTURE AND OPERATIONS
The Committee will designate one member of the Committee as its chair.
In the event of a tie vote on any issue, the chair's vote will decide the issue.
The Committee will meet in person or telephonically at least four times a year
at a time and place determined by the Committee chair, with further meetings to
occur, or actions to be taken by unanimous written consent, when deemed
necessary or desirable by the Committee or its chair.
COMMITTEE DUTIES AND RESPONSIBILITIES
The following are the duties and responsibilities of the Committee:
1. To make recommendations to the Board from time to
time as to changes that the Committee believes to be
desirable to the size of the Board or any committee
2. To identify individuals believed to be qualified to
become Board members, and to recommend to the Board
the nominees to stand for election as directors at
the annual meeting of stockholders or, if applicable,
at a special meeting of stockholders. In the case of
a vacancy in the office of a director (including a
vacancy created by an increase in the size of the
Board), the Committee will recommend to the Board an
individual to fill such vacancy either through
appointment by the Board or through election by
stockholders. In nominating candidates, the Committee
will take into consideration such factors, as it
deems appropriate. These factors may include
judgment, skill, diversity, experience with
businesses and other organizations that the Committee
deems relevant, the interplay of the candidate's
experience with the experience of other Board
members, and the extent to which the candidate would
be a desirable addition to the Board and any
committees of the Board. The Committee may consider
candidates proposed by management, but is not
required to do so.
3. To develop and recommend to the Board standards to be
applied in making determinations as to the absence of
material relationships between Popular and a
4. In the case of a director nominee to fill a Board
vacancy created by an increase in the size of the
Board, make a recommendation to the Board as to the
class of directors in which the individual should
5. To identify Board members qualified to fill vacancies
on any committee of the Board (including the
Committee) and to recommend that the Board appoint
the identified member or members to the respective
committee. In nominating a candidate for committee
membership, the Committee will take into
consideration the factors set forth in the charter of
the committee, if any, as well as any other factors
it deems appropriate, including, without limitation,
the consistency of the candidate's experience with
the goals of the committee and the interplay of the
candidate's experience with the experience of other
6. Establish procedures for the Committee to exercise
oversight of the evaluation of the Board and
1. To conduct an annual performance evaluation of the
Board and, if necessary, to recommend to the Board
changes in its structure and procedures.
2. To review annually the charter and annual performance
evaluation of each committee of the Board and, if
necessary, to recommend to the Board changes in the
duties and responsibilities of the committees, or the
dissolution of committees or creation of additional
3. To review periodically Popular's Restated Articles of
Incorporation and Bylaws and, if necessary, to
recommend to the Board changes thereto in respect of
good corporate governance.
4. To review annually Popular's Corporate Governance
Guidelines and Code of Business Conduct and Ethics
and, if necessary, to recommend to the Board changes
thereto in respect of good corporate governance.
5. To address any requests by a director or executive
officer to waive a provision of Popular's Code of
Business Conduct and Ethics, including any requests
with respect to an actual or potential conflict of
6. To evaluate the procedures and communication plans
for stockholder meetings to ensure that the required
information on Popular is adequately presented and
that the meeting promotes effective communication
between Popular and its stockholders.
7. To consider stockholder proposals intended to be
included in any proxy statement of Popular for its
annual meeting of stockholders.
DELEGATION TO SUBCOMMITTEE
The Committee may, in its discretion, delegate all or a portion of its
duties and responsibilities to a subcommittee of the Committee.
PERFORMANCE EVALUATION AND OTHER REPORTS
The Committee will produce and provide to the Board an annual
performance evaluation of the Committee, which evaluation will compare the
performance of the Committee with the requirements of this charter. The
performance evaluation should also recommend to the Board any improvements to
the Committee's charter deemed necessary or desirable by the Committee. The
performance evaluation by the Committee may be conducted in any manner that the
Committee deems appropriate. The report to the Board may take the form of an
oral report by the chair of the Committee or any other member of the Committee
designated by the Committee to make this report.
The Committee will also produce a summary of the actions taken at each
Committee meeting and will present the summary to the Board at the next Board
RESOURCES AND AUTHORITY OF THE COMMITTEE
The Committee will have the resources and authority appropriate to
discharge its duties and responsibilities, including the authority to select,
retain, terminate, and approve the fees and other retention terms of special
counsel or other experts or consultants, as it deems appropriate, without
seeking approval of the Board or management. With respect to consultants or
search firms used to identify director candidates, this authority will be vested
solely in the Committee.