NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER
The Nominating and Corporate Governance Committee (the “Committee”) of Valley National Bancorp (the “Company”) is appointed by the Board of Directors of the Company (the “Board”):
1. to assist the Board by identifying individuals qualified to become Board members, and to recommend to the Board, consistent with the criteria set forth in the Corporate Governance Guidelines, the director nominees for the next annual meeting of shareholders and directors to fill any vacancies between annual meetings;
2. to develop and recommend to the Board the Corporate Governance Guidelines applicable to the Company;
3. to lead the Board in its annual review of the Board’s performance;
4. to recommend to the Board director nominees for each Board committee; and
5. to review and revise as necessary the Company’s Code of Conduct.
The Committee shall consist of no fewer than three members. The members of Committee shall meet the independence requirements of the New York Stock Exchange.
The members of the Committee shall be appointed and replaced by the Board.
Committee Authority and Responsibilities
1. The Committee shall have the sole authority to retain and terminate any search firm to be used to identify director candidates and shall have sole authority to approve the search firm’s fees and other retention terms. The Committee shall also have the authority to obtain advice and assistance from internal or external legal, accounting or other advisors without the requirement to consult management.
2. The Committee shall actively seek and identify individuals qualified to become Board members for recommendation to the Board when vacancies occur in the Board.
3. The Committee shall receive comments from all directors and report annually to the Board with an assessment of the Board’s performance, to be discussed with the full Board following the end of each fiscal year.
4. The Committee shall review and reassess the adequacy of the Corporate Governance Guidelines of the Company and recommend any proposed changes to the Board for approval.
5. The Committee may form and delegate authority to subcommittees when appropriate.
6. The Committee shall make regular reports to the Board.
7. The Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. The Committee shall annually review its own performance.