The Nominating Committee (the “Committee”) is appointed
by the Board of Directors (the “Board”) of Sterling Financial Corporation
(“Sterling”) (1) to assist the Board by identifying individuals qualified to
become Board members and to recommend to the Board the director nominees for
each annual meeting of shareholders; (2) to assist the Board fill openings on
the Board by identifying individuals qualified to become Board members and to
recommend to the Board qualified individuals to fill any such opening; and (3)
to recommend to the Board, on an annual basis, director nominees for each
The Committee shall consist of no fewer than three members, each of whom
shall be a director of Sterling. Each member of the
Committee shall meet the requirements of the applicable NASDAQ listing
standards relating to independence and all other applicable legal
requirements. The Committee shall also consider the absence or presence of
material relationships with Sterling, which may impact
independence. Members shall be appointed and removed by the Board. A majority
of the members of the Committee shall constitute a quorum. If a quorum is
present when a vote is taken, the affirmative vote of a majority of the
Committee members present shall constitute the act of the Committee. Any
action permitted or required to be taken at a meeting of the Committee may be
taken without a meeting if one or more written consents setting forth the
action are signed by all of the members of the Committee.
1. The Committee shall have the responsibility to develop and recommend
criteria for the selection of new directors to the Board, which may include
contacts within Sterling’s market area,
skills, experience, time availability (including the number of other boards
which he or she is a member) and such other criteria as the Committee shall
determine to be relevant at the time. The Committee shall have the power to
apply such criteria in connection with the identification of individuals to
be Board members, as well as to apply the standards for independence imposed
by applicable laws and regulations in connection with such identification
2. The Committee
shall review and recommend to the Board an appropriate course of action with
respect to or upon the resignation, retirement or removal of any then
currently serving director, including whether a new director should be
appointed by the Board prior to Sterling’s next shareholder meeting, all in
accordance with Sterling’s Bylaws.
3. The Committee
shall annually recommend for approval by the Board and Sterling’s shareholders a
slate of director nominees. At the request of the Board, the Committee shall
recommend for approval by the Board, director nominees to fill vacancies or
new positions on the Board as they may occur or be created from time to time,
all in accordance with Sterling’s Bylaws.
4. The Committee
shall recommend to the Board the nominees for appointment to committees of
the Board on at least an annual basis.
5. The Committee may
form and delegate authority to subcommittees or members when appropriate.
6. The Committee
shall annually review its own performance.
7. The Committee, and
each member of the Committee in his or her capacities as such, shall be
entitled to rely, in good faith, on information, opinions, reports or
statements, or other information prepared or presented to them by (i) officers and other employees of Sterling, whom such
member believes to be reliable and competent in the matters presented, (ii) counsel,
public accountants or other persons as to matters which the member believes
to be within the professional competence of such person.
8. Minutes of each
meeting will be compiled by any person designated by the Committee to act as
Secretary of the Committee.