Commercial Bancshares, Inc.
(As adopted on November 2012)
1. Mission Statement
The Corporate Governance/Nominating Committee (Committee) shall assist the full Board of Directors in fulfilling its responsibilities to assure that Commercial Bancshares, Inc. (Company) is governed in a manner consistent with the interests of the shareholders of the Company. Without limiting the foregoing, the Committee shall advise the Board with respect to: (a) Board organization, membership and function; (b) committee structure, membership and operations (including any committee authority to delegate to subcommittees); (c) the Company’s Corporate Governance Policy, its operation and any modifications to such policy; and (d) other matters relating to corporate governance and the rights and interest of the Company’s shareholders.
2. Membership and Qualification
The Committee shall consist of three or more Independent Directors (as defined in and determined pursuant to the rules and regulations of the NASDAQ. The Committee members shall be elected by the Board annually for terms of one year, or until their successors shall be duly elected and qualified. The Board, upon recommendation by the Committee, may remove any committee member at any time. Unless a Committee Chairman is elected by the full Board, the Committee members may designate a Chairman.
3. Meetings and Other Actions
The Committee shall meet at least once per quarter and at such additional times as may be necessary to carry out its responsibilities. Meetings may be called by the Chairman of the Committee or the Chairman of the Board. All meetings of and other actions by the Committee shall be held or otherwise taken pursuant to the Company’s bylaws, including bylaw provisions governing notices of meetings, waivers thereof, the number of Committee members required to take actions at meetings or by written consent, and other related matters.
● Unless otherwise authorized by an amendment to this Charter, the Committee shall not delegate any of its authority to any subcommittee.
● Reports of meetings of and actions taken at meetings or by consent by the Committee since the most recent Board meeting (except to the extent covered in an interim report circulated to the Board) shall by made by the Committee Chairman or his/her delegate to the Board at its next regularly scheduled meeting following the Committee meeting or action and shall be accompanied by any recommendations from the Committee to the Board, In addition, the Committee Chairman or his/her delegate shall be available to answer any questions the other Directors may have regarding the matters considered and actions taken by the Committee.
4. Goals, Responsibilities and Authority
In carrying out its mission, the Committee shall have the following goals, responsibilities and authority:
Board of Directors
-Be an individual of the highest character and integrity and have an inquiring mind, vision, a willingness to ask hard questions and the ability to work well with others;
-Be free of any conflict of interest that would violate any applicable law or regulation or interfere with the proper performance of the responsibilities of a director;
- Be willing and able to devote sufficient time to the affairs of the Company and be diligent in fulfilling the responsibilities of a director and Board committee member (including developing and maintaining sufficient knowledge of the Company and its industry; reviewing and analyzing reports and other information important to Board and committee responsibilities; preparing for, attending and participating in Board and committee meetings; and satisfying appropriate orientation and continuing education guidelines); and
-Have the capacity and desire to represent the balanced, best interests of the shareholders as a whole and not primarily a special interest group or constituency.
- These specific criteria should take into account any particular needs of the Company based on its business, size, ownership, growth objectives, community, customers and other characteristics and will need to be adjusted and refocused as these Company characteristics change and evolve.
- These specific criteria also should reflect the Company’s belief that gender and ethnic diversity provide additional perspectives that are helpful.
- The Committee should prepare at least annually a list of any specific criteria so identified that are not adequately represented on the Board, including when practical, an indication of the most significant deficiencies that the Committee should give the highest priority to remedying by identifying and assisting in recruiting new director candidates possessing the missing criteria.
- The pros and cons of having a former Chief Executive Officer of the Company serve on the Board should be decided based on the facts and circumstances in each individual instance. When the Chief Executive Officer resigns from that position, he/she should submit his/her resignation at the same time from the Board and, if applicable, from any Board committee permitting non-independent members and on which he/she serves. Whether the individual continues to serve on the Board and on any Board committee should be determined by the Committee and the Board based on all relevant circumstances. A former Chief Executive Officer shall never be considered an Independent Director.
●Each annual decision to re-nominate incumbent directors should be based on a careful consideration of each such individual’s contributions, including the value of his/her experience as a director of the Company, the availability of new director candidates who may offer unique contributions, and the Company’s changing needs.
D. Diligently seek to identify potential director candidates who will strengthen the Board and remedy and perceived deficiencies in the specific criteria identified above. This should include establishing procedures for soliciting and reviewing potential nominees from directors and shareholders and for advising those who suggest nominees of the outcome of such review.
●The Committee shall have sole authority to retain and terminate any search firm used to identify director candidates and to approve any such search firm’s fees and other terms of retention.
H. Evaluate at least annually the performance, authority, operations, charter and composition of each standing or ad hoc Board committee (including any authority of a committee to delegate to a subcommittee) and the performance of each committee member and recommend any changes considered appropriate in the authority, operations, charter, number or membership of each committee. If any serious problems are identified with a committee member, the Committee shall work with such person to resolve such problems or, if necessary, seek such person’s resignation or recommend to the Board such person’s removal from the applicable committee(s).
5. Additional Resources
The Committee shall have the right to use reasonable amounts of time of the Company’s internal and independent accountants, internal and outside lawyers and other internal staff and also shall have the right to hire independent experts, lawyers and other consultants to assist and advise the Committee in connection with its responsibilities. The Committee shall keep the Company’s Finance Department advised as to the general range of anticipated expenses for outside consultants.