The purpose of the Nominating Committee (the
“Committee”) of the Board of Directors of 1st Source Corporation and
1st Source Bank (the “Company”) is to identify, evaluate, recruit
and select qualified candidates for election, re-election, or
appointment to the Board.
Committee Membership, Qualifications and Meeting
The Committee shall consist of at least three
directors. All members shall be independent in accordance
with the Nasdaq listing standards. Unless otherwise
determined by the full Board, the members of the Committee will be
the independent members of the Company’s Executive and Governance
Committee. At the discretion of the Committee, the CEO shall
attend meetings in an advisory, non - voting capacity.
Members of the Committee serve at the discretion of the Board with
the expectation that members will serve at least two consecutive
years and preferably three. The Board shall appoint one
member of the Committee as its chairperson. The Committee
shall meet at least once a year and at such additional times as may
be necessary to carry out its responsibilities. The Committee
will cause to be kept adequate minutes of all its proceedings, and
will report its actions to the next meeting of the Board.
The Committee believes that it is in
the best interest of the Company and its shareholders to obtain
highly-qualified candidates to serve as members of the Board.
The Committee will both seek, and consider in response to
properly-submitted shareholder recommendations, candidates for
election and appointment with excellent decision - making ability,
business experience, technical, professional or educational
background, personal integrity and reputation. In addition,
the Committee recognizes the benefit of a Board that reflects the
diversity of the Company’s shareholders, employees and customers,
and the communities in which it operates, and will accordingly
actively seek, and consider in response to properly submitted
shareholder recommendations, qualified candidates for nomination and
election to the Board in order to reflect such diversity.
Authority, Duties and Responsibilities
- Annually identify, recruit and select qualified nominees to
stand for election or re-election as directors at the annual
meeting of shareholders.
- In the case of a vacancy in the office of a director
(including a vacancy created by an increase in the size of the
Board), select and recommend to the Board a qualified candidate to
fill such vacancy.
- Before selecting a nominee for election or re-election or
recommending a director to fill a vacancy, review and evaluate (i)
his or her qualifications, including judgment, skill, capability,
diversity, ability to serve, conflicts of interest, business
experience, the interplay of the candidate’s experience with that
of the other Board members, the extent to which a candidate would
be a desirable addition to the Board and any committee of the
Board, (ii) if applicable to the nominee, whether the nominee
would be deemed “independent” under marketplace rules of the
Nasdaq Stock Market and SEC regulations, (iii) whether the nominee
is qualified and likely to remain qualified to serve under the
Company’s By-Laws and Corporate Governance Guidelines, and (iv)
such other factors the Committee deems relevant.
- In addition to using the same evaluation factors as
established for new director candidates, consider the past
participation and contribution of incumbent directors in
determining whether to select them for re-election to the Board.
- Review the qualifications of, evaluate and select, if
warranted, director nominees submitted in good faith to the Board
by shareholders in accordance with the procedures for submitting
shareholder nominations set forth in the Company’s governance
guidelines or otherwise established by the Board or the Committee.
- The Committee will evaluate candidates recommended by
shareholders on the same basis as other candidates, but may
consider, in its decision whether to select such candidates,
information respecting the number of shares held and the length of
time the shareholder has invested in the Company.
- Delegate all or a portion of its duties and responsibilities
to a subcommittee.
- Review this charter bi-annually and recommend any proposed
changes to the Board.
- The Committee shall annually review its own performance.
Nothing in this charter is intended to
alter in any way the standard of conduct that applies to any of the
directors under Ind. Code § 23-1-35 or § 28-13-11, as applicable, as
amended, and this charter does not impose, nor shall it be
interpreted to impose, any duty on any director greater than, or in
addition to, the duties or standard established by such
Adopted by the Board of Directors this 29th day of January,