RIGGS NATIONAL CORPORATION
NOMINATING/CORPORATE GOVERNANCE COMMITTEE CHARTER
Governance Committee (the “Committee”) of Riggs National Corporation (the
“Corporation”) is appointed by, and generally acts on behalf of, the Board of
Directors (the “Board”) of the Corporation. The Committee’s primary directive
is to assist the Board in fulfilling its responsibilities with respect to the
oversight of composition of the Board and corporate governance matters.
- The Committee will be composed of at least three (3)
directors, each of whom must be “independent” as defined in Nasdaq listing
standards. Notwithstanding the foregoing, a director may be appointed to
the Committee pursuant to the exceptions set forth in Rule 4350(c)(4)(C)
of the listing standards.
- The members of the Committee will be appointed by the
Board for one-year terms. The Board will appoint one member of the
Committee to serve as Chairperson. The members of the Committee will serve
until their resignation, retirement or removal by the Board or until their
successors have been appointed. The Board will review the composition and
independence of the Committee on an annual basis.
III. Meetings and
- The Committee will establish its own rules of
procedure, which will be consistent with the By-laws of the Corporation
and this Charter.
- The Committee will meet as often as it considers
necessary or appropriate, and in no event less than annually, either in
person or telephonically. A majority of the members of the Committee will
constitute a quorum. The Chairperson or a majority of the members of the
Committee may call a special meeting of the Committee.
- The Committee will report to the Board on the matters
discussed at each meeting of the Committee, including describing all
actions taken by the Committee at the meeting, and will keep written
minutes of its meetings to be maintained with the books and records of the
- The Committee may request that any directors, officers
or employees of the Corporation, or other persons whose advice and counsel
are sought by the Committee, attend any Committee meeting to provide such
information as the Committee may request, provided that the Committee will
meet in executive session when voting on matters related to the nomination
- The Committee may delegate authority to one or more
members of the Committee when appropriate, but no such delegation will be
permitted if the authority is required by law, regulation or listing
standard to be exercised by the Committee as a whole.
IV. Duties and
The Committee will take the following actions, to the extent it deems necessary
- The Committee is responsible for considering and
making recommendations to the Board concerning the appropriate size,
function and needs of the Board and, in doing so, will determine what
types of qualifications, backgrounds, skills and attributes of Board
members are needed to help balance and strengthen the Board. Director
nominees must have the highest personal integrity, exceptional ability and
judgment and appropriate business experience to effectively serve
shareholders’ long-term interests and the Corporation’s corporate goals.
In determining suitable director nominees, the Committee may retain a
search firm to be used to identify director candidates.
- The Committee will evaluate and recommend to the
Board the slate of nominees for director to be elected by the shareholders
at each annual meeting of shareholders and to fill Board vacancies
in-between such annual meetings in accordance with the By-laws of the
Corporation. Recommendations should include a review by the Committee of
the performance and contribution of fellow directors as well as the
qualifications of new nominees, and a review of that candidate’s
capability, availability to serve, any conflicts of interest (or potential
conflicts of interest) and other relevant factors.
- The Committee will evaluate and recommend to the
Board those directors to be appointed to the various Board committees,
including the individuals recommended to serve as chairperson of each
- The Committee will periodically review the
compensation paid to non-employee directors for annual retainers and
- On an annual basis, the Committee will conduct a
self-evaluation of its performance and effectiveness, and will review and
comment upon the self-evaluations of each of the other committees of the
Board. Upon completion of such self-evaluation and review, the Committee
will present a report to the Board on such matters.
- The Committee will monitor the independence of the
Board to assure that the Board has, at all times, at least a majority of
“independent” directors as defined in the Nasdaq listing standards. The
Committee will make an affirmative determination of independence for each
director whom it believes to be “independent” as defined by applicable
regulations and listing standards.
- The Committee will oversee orientation and training
for new members of the Board and will oversee a continuing education
program for all members of the Board.
- The Committee will administer the Corporation’s codes
of conduct applicable to its employees and directors and will periodically
review and update such codes of conduct.
- The Committee will monitor the implementation of
policies to comply with Nasdaq listing standards and federal rules and
regulations as each relate to corporate governance matters and will
administer the Corporation’s Corporate Governance Guidelines.
- The Committee will review and reassess the adequacy
of this Charter and the Corporation’s Corporate Governance Guidelines
annually and recommend any proposed changes to the Board for its approval.
- The Committee will perform any other activities
consistent with this Charter, the Corporation’s Certificate of
Incorporation and By-laws and applicable law, regulations and listing
standards, as the Committee or the Board deems necessary or appropriate.