CORUS BANKSHARES, INC.
Nominating Committee Charter

 

 

 

 

 

 

I. NAME

There shall be a committee of the Board of Directors (the "Board") of Corus Bankshares, Inc. (the "Company") that shall be called the Nominating Committee (the "Committee").

 

 

II. PURPOSE

The Committee shall identify, evaluate and recommend individuals qualified to become Board members for either appointment to the Board or to stand for reelection at the next annual meeting of shareholders.

 

 

III. ORGANIZATION AND PROCEDURE

The Committee shall consist of no fewer than two members. Each member of the Committee shall satisfy the independence requirements set forth in The Nasdaq Stock Market, Inc. rules, as amended from time to time and as interpreted by the Board in its business judgment. The Board shall appoint the members of the Committee. The members of the Committee shall serve until their successors are appointed and qualify, or until their earlier resignation, death or removal by the Board. The members of the Committee shall designate a Chairman by majority vote. The Board shall have the power at any time to change the membership of the Committee and to fill vacancies in it, subject to such new member(s) satisfying the above requirements. Except as expressly provided in this Charter or the By-laws of the Company, the Committee shall fix its own rules of procedure.

 

 

III. COMMITTEE RESPONSIBILITIES

  • Director Nominees. Identify individuals that the Committee believes are qualified to become Board members in accordance with the Nominating Criteria set forth below, and recommend such persons for either appointment to the Board or to stand for election at the next annual meeting of shareholders.
  • Shareholder Nominees. Review and evaluate all shareholder nominees for director in accordance with the Nominating Criteria set forth below.
  • Annual Review of Charter. Review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.
  • Committee Recommendations. Make recommendations to the Board with respect to the directors to serve on committees of the Board, as appropriate.

 

 

IV. ENGAGE ADVISORS

The Committee is empowered to engage legal, search firms or other advisors as appropriate. Any communications between the Committee and legal counsel in the course of obtaining legal advice will be considered privileged communications of the Company and the Committee will take all necessary steps to preserve the privileged nature of those communications.

 

 

V. MEETINGS AND REPORTS

Meetings of the Committee can be called by any member of the Committee in response to the needs of the Committee or the Board. Notwithstanding the foregoing, the Committee will meet at least once annually to evaluate and make recommendations of qualified candidates for election to the Board at the Annual Meeting of Stockholders. The Committee shall provide the Board of Directors with a report of the Committee's activities and proceedings, as appropriate. The Committee will maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board.

 

 

VI. NOMINATING CRITERIA

Board members must possess the acumen, education and experience to make a significant contribution to the Board and bring a diverse range of skills and perspectives that fits within the perceived needs of the Board at a particular time. Board members must have the highest ethical standards, a strong sense of professionalism, independence and an understanding of the Company's business. Additionally, Board members must have

(i) the aptitude and experience to fully appreciate the legal responsibilities of a director and the governance processes of a public company,

(ii) a willingness to commit, as well as have, sufficient time to discharge their duties to the Board, and

(iii) such other factors as the Committee determines are relevant in light of the needs of the Board and the Company. Additionally, at least one member of the Board shall be a "financial expert" as defined by Securities and Exchange Commission. Lastly, the Committee will endeavor to have one or more Board members who have commercial real estate expertise.

Approved 02-06-2004