Charter of the Nominating Committee of. OptimumBank and OptimumBank Holdings Inc. As Approved by the Board of Directors on 09/30/2014

Transcription

1 Charter of the Nominating Committee of OptimumBank and OptimumBank Holdings Inc. As Approved by the Board of Directors on 09/30/2014 I. PURPOSE OF THE COMMITTEE The Committee's purpose is to assist the Board in promoting the best interests of the Corporation and its shareholders through the implementation of sound corporate governance principles and practices. The Committee's primary purpose is to provide assistance to the Board by monitoring and implementing procedures and qualifications for nominations of candidates as members to the Board of Directors. II. COMMITTEE MEMBERSHIP The Committee shall be comprised of three (3) Directors appointed to three (3) year staggered terms. The Board appoints/reappoints the Chairperson of the committee and appoints the members of the Committee annually as terms expire. Members may not serve as the Committee Chairperson for a term longer than three (3) consecutive years, and are deemed ineligible to serve on the Committee at least one (1) year after completing either any three (3) year term; resigning the Committee; or being removed from the committee by the Board. The Board may remove any member from the Committee at any time with or without cause. None of the Committee members may be an operating officer or former operating officer of the Bank or Company. The Committee may appoint a Secretary, who need not be a Director. III. RESPONSIBILITIES OF THE COMMITTEE The following will be the common recurring activities of the Committee in carrying out its purpose. These activities are set forth as a guide with the understanding that he Committee may diverge from this guide as it considers appropriate under the circumstances. 1. Recommend to the Board for approval the criteria to be used by the Committee to identify individuals qualified to become directors, including such specific minimum qualifications, if any, that the Committee believes are necessary for one or more of the Corporation's directors to possess; 2. Identify and evaluate individuals qualified to become directors of the Corporation, consistent with criteria approved by the Board; 3. Apply a consistent policy with regard to the Committee's consideration of director candidates recommended by shareholders; 4. Recommend to the Board the number of directors to be elected and a 1

2 slate of nominees for election as directors at the Corporation's annual meeting of shareholders; 5. Recommend to the Board persons to be appointed as directors in the interval between annual meetings of the Corporation's shareholders 6. Recommend to the Board categorical or other standards for determining outside director independence consistent with the requirements of legal and regulatory corporate governance requirements and review & reassess these standards on a periodic basis; 7. Oversee the Corporation's director orientation and continuing education programs; 8. Recommend to the Board such additional actions related to director recruitment or any of the preceding as the Committee may deem necessary or advisable from time to time. With respect to the responsibilities listed above, the Committee shall: 1. Report regularly to the Board on its activities; 2. Maintain minutes of its meetings and records relating to those meetings and the Committee's activities; 3. Have authority to obtain advice and assistance from internal or external legal, accounting or other advisors; and 4. Review and reassess the adequacy of this Charter annually and recommend to the Board any proposed changes to this Charter. IV.GENERAL PROCEDURES FOR EVALUATING BOARD CANDIDATES The Board is of the view that the continuing service of qualified incumbents promotes stability and continuity in the board room, contributing to the Board's ability to work effectively as a collective body, while giving the Bank the benefit of the familiarity and insight into the Bank's affairs that its Directors have accumulated during their tenure. Accordingly, the process of the Committee for identifying nominees shall reflect the Bank's practice of re-nominating incumbent Directors who continue to satisfy the Committee's criteria for membership on the Board, whom the Committee believes continue to make important contributions to the Board and who consent to continue their service on the Board. The Nominating Committee will observe the following general procedures in identifying and evaluating candidates for election to the Bank's Board of Directors. In performing their duties and responsibilities, Committee members are entitled to rely in good faith on information, opinions, reports or statements prepared or presented by: 2 1) One or more officers or employees of the Company whom the Committee member reasonably believes to be reliable and competent in the matters presented; 2) Counsel, independent auditors, search firms used to identify Director

3 candidates, if any, or other persons as to matters which the Committee member reasonably believes to be within the professional or expert competence of such person; or 3) Another Committee of the Board as to matters within its designated authority which Committee the Committee member reasonably believes to merit confidence. A. Director Qualification Guiding Principles Current Board Members. This Committee is responsible for reviewing the qualifications and independence of the current members of the Board and its various Committees on a periodic basis as well as the composition of the Board as a whole. This assessment will include members' qualification as independent, as well as consideration of diversity, age, skills and experience in the context of the needs of the Board. Nominees. Nominees qualified for Directorship will be identified by this Committee in a manner consistent with criteria approved by the Board. However, this Committee may recommend specific, minimum qualifications that the Committee members believe must be met by a Committee-recommended nominee for Director. These minimum qualifications include, but are not limited to, the competencies identified later in this Charter. Invitation to Join. The invitation to join the Board should be extended by the Board itself through its Chairman. Minimum Number of Directors. The Company's By-Laws currently provide the Board of Directors shall consist of not fewer than five Directors. The Board will establish the number of Directors based on the recommendations of this Committee, which will consider, among other factors: 1) The Board's current and anticipated need for Directors with specific qualities, skills, experience, or backgrounds, including those competencies identified later in this Policy; 2) The availability of highly qualified candidates; 3) Committee workloads and membership needs; and 4) Anticipated Director retirement Retirement: It is the sense of the Board that Individual Directors who change the principal occupation, position or responsibility they held when they were elected to the Board should volunteer to resign from the Board. It is not the sense of the Board that in every instance the Directors who retire or change from the position they held when they joined the Board should necessarily leave the Board. Positions on Boards of other Companies: Directors should advise the Chairman of the Board and the Chairman of this Nominating Committee in advance of accepting an invitation to serve on another company board. There should be an opportunity for the Board through this Committee, the Nominating Committee, as well as the full Board of Directors, to review the Director's availability to fulfill his or her responsibilities as a Director if he or she 3 serves on more than three other

4 company boards. Term Limits: The Board does not believe it should establish term limits. While term limits could help to make fresh ideas and viewpoints available to the Board, they have the disadvantage of losing the contribution of Directors who have been able to develop, over a period of time, increasing Insight into the Company and its operations and, therefore, provide an increasing contribution to the Board as a whole. Consistency with Mission: As necessary, this Committee will review the mission, values, vision, and strategic direction of the Bank and Company to determine any need for change to composition of the Board. B. Procedures for Identifying Candidates The Board of Directors delegates to the Nominating Committee responsibility for developing and bringing to the board recommendations with regard to board election and re-election. 1. The Committee will recommend a list of competencies needed on the board based on the periodic completion of the OptimumBank Board of Directors Skills Matrix (sample attached). 2. Using the competencies, the Committee will review the board's current composition and anticipated vacancies and identify particular competencies to look for in new members. All board members are encouraged to recommend candidates possessing the competencies for consideration by the Nominating Committee. 3. For each position, several candidates should be interviewed and considered. Committee member(s) will meet with the individuals and assess the prospect's interest and qualifications against the board's needed competencies. The Committee may independently verify information as appropriate (e.g, a prospective trustee's performance on other boards). 4. Each Candidate will submit, upon request, his or her resume and will provide information about any honors, community involvement, and licenses and certificates awarded or achieved. His or her background will be investigated and authenticated by the Bank's Human Resources Director. 5. The Committee will review prospective board candidates based on the criteria described by this Charter and as approved by the Board. 6. The Committee will recommend a slate of candidates, after consultation with the CEO and Chairman and after a careful review of qualifications, for approval by the full board. V. BOARD TRAINING All new Directors must participate in an orientation program, which should be conducted following the annual meeting at which new Directors are elected or around the time the new Director otherwise joins the Board. This orientation will include presentations by senior management to familiarize new Directors 4 with the Bank s strategic plans, its

5 significant financial, accounting, and risk management issues, its compliance programs, its various codes of ethics, its policies regarding Regulation O and insider trading, its principal officers, and its internal and independent auditors. The Bank encourages its Directors to attend Bank Director continuing education programs and training sessions to assist them in maintaining skills necessary or appropriate for the performance of their duties and responsibilities. Periodically, the Board will sponsor particular training seminars. These seminars may include a combination of internally developed materials and presentations or programs presented by third parties. The Board of Directors will utilize the following resources to provide Directors training and education materials: 1. FDIC and Federal Reserve Director Training programs; 2. American Bankers Association Director Training programs; 3. Independent Community Bankers of America Director Training programs; 4. Subject specific knowledgeable Bank personnel; and 5. Third Party consultants. In-person Director training will occur following each monthly Directors meeting and will commence according to the annual Board Training calendar. In addition to the scheduled monthly in-meeting training, additional off-site seminars, webinars or on-line education materials are periodically included in the training. 5