Attached files
| file | filename |
|---|---|
| 8-K - SMITHTOWN BANCORP INC | v164470_8k.htm |
| EX-99.1 - SMITHTOWN BANCORP INC | v164470_ex99-1.htm |
Exhibit
2
Amended
as of October 29, 2009
CHARTER
of
the
GOVERNANCE
and NOMINATING COMMITTEE
of the
Board of Directors
of Smithtown
Bancorp
Section
1. Membership. The
Governance and Nominating Committee shall consist of at least four
Directors. At least three members of the Committee shall be present
at a meeting to constitute a quorum. All members of the Committee
shall be “independent directors” as defined in National Association of
Securities Dealers (“NASDAQ”) listing standards and such other pertinent legal
and/or regulatory standards applicable at the time.
Section
2. Meetings. The
Committee shall meet at such times and places as it deems
advisable. Written agendas shall be prepared for each meeting, and
minutes of the meetings shall be maintained.
Section
3. Chairman. If
the Chairman of the Board of Directors is an “independent director” as defined
by the pertinent legal and/or regulatory standards applicable at the time, he or
she shall serve as Chairman of the Governance and Nominating
Committee. If the Chairman of the Board of Directors is not an
“independent director” and the Board of Directors has elected a Lead Director,
then the Lead Director shall serve as Chairman of the Governance and Nominating
Committee. In any other event, the Board of Directors, in its
discretion, may elect a Chairman of the Governance and Nominating
Committee. The Chairman, when present, shall preside at all meetings
of the Committee.
Section
4. Committee
Duties. The Committee shall: (1) on an annual
basis, or more frequently if needed, collect and analyze such information it
deems necessary to formulate recommendations to the Board of Directors with
regard to which Directors are “independent” as defined by the pertinent legal
and/or regulatory standards applicable at the time; (2) identify and evaluate
the qualifications of candidates for vacant positions on the Board of Directors
and recommend nominees to the Board; (3) make recommendations to the Board with
regard to who should comprise the members of all Board Committees, and the
Chairmen of those Committees; and, (4) in its discretion, consider any and all
other matters pertaining to corporate governance and make such recommendations
to the Board as it shall deem appropriate.
Section
5. Board Nomination
Process. The Committee may receive nominations for vacancies
on the Board of Directors from members of the Board of Directors and
stockholders of the corporation. The Committee shall gather information on a
prospective nominee from the person making the nomination, from the Committee
members own knowledge of the prospective nominee, from the knowledge of other
Board members and from interviewing the prospective nominee, if desired. The
Committee may retain the services of a third-party search firm to learn of
prospective nominees or to obtain additional information about a prospective
nominee, if desired. The Committee shall review and discuss the
prospective nominee’s ability to meet the qualifications and standards
established by the corporation to be a member of the Board of Directors. The
Committee shall be responsible for making recommendations to the full Board of
Directors as to the individuals who should be nominated or elected by the Board.
The Board shall approve a nominee by a vote of a majority of the independent
directors.
Section
6. Evaluation of Board
Nominees. In identifying and evaluating prospective nominees,
the Committee shall be guided by the qualifications of directors set forth in
the By-Laws of the corporation with regard to citizenship and stockholder
status. The Committee shall also consider the age of a prospective nominee,
which may be not less than 21 and not more than 72 years of age. The Committee
may also consider the prospective nominee’s ability to meet the applicable legal
and/or regulatory standards for “independent director”, the prospective
nominee’s ability to represent the interests of the stockholders of the
corporation, and the prospective nominee’s ability to dedicate sufficient time
and attention to the diligent performance of his or her duties.
Section
7. Evaluation of Audit
Committee Members. The Committee shall review on an annual
basis whether the directors who are currently serving on the Audit Committee or
may serve on the Audit Committee are outside directors (meaning that the
director is not currently employed or in the previous fiscal year been employed
by Bank of Smithtown or any of its affiliates) and are independent of
management. In making its evaluation the Committee should determine if such
directors meet the qualifications for “independent director” as are set
forth in NASDAQ listing standards and Rule 10A-3 of the Securities Exchange Act
of 1934. The Committee shall also review and determine whether at
least one of the directors serving on the committee has the accounting or
related financial management expertise to satisfy the Securities and Exchange
Commission’s requirements for an “audit committee financial
expert”.