Board Governance and Nominating Committee Charter
Governance & Nominating Committee (the "Committee") of Greater
Bay Bancorp (the "Company")is appointed by the Board (1) to assist
the Board in identifying individuals qualified to become Board members, and to
recommend to the Board the director nominees for the next annual meeting of
shareholders; (2) to 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; and (4) to recommend to the Board director nominees for each
shall consist of no fewer than three members. The members of the Committee
shall meet the independence requirements of The Nasdaq Stock Market and the Securities and Exchange
Commission. If the Company's stock becomes listed on the New York Stock
Exchange, the independence requirements of that exchange will apply.
Authority and Responsibilities
- 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 Board Governance &
Nominating Committee shall also have authority to obtain advice and
assistance from internal or external legal, accounting or other advisors.
- The Committee shall actively
seek individuals qualified to become board members for recommendation to
- 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.
- The Committee shall prepare and
recommend to the Board Corporate Governance Guidelines. The Committee
shall review and reassess the adequacy of the Corporate Governance
Guidelines of the Company and recommend any proposed changes to the Board
- The Committee may form and
delegate authority to subcommittees when appropriate.
- The Committee shall make
regular reports to the Board.
- 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
July 26, 2005