There shall be a committee of the Board of Directors of State Bancorp, Inc. (the "Company") which shall be called the Nominating & Corporate Governance Committee (the "Nominating & Governance Committee" or the "Committee").
Purpose
The purpose of the Nominating & Governance Committee is to assist the Board of Directors of the Company (the "Board") in discharging its responsibilities relating to (1) identifying and selecting qualified individuals to be nominees for election to the Board at the annual meeting of stockholders or otherwise, consistent with criteria approved by the Board, (2) determining composition of Board committees, (3) developing and recommending to the Board Corporate Governance Guidelines and Director Independence Guidelines applicable to the Company, and (4) assessing the effectiveness of individual Board members, the Board and Board committees.
Membership, Appointment and Removal
The Nominating & Governance Committee shall consist of no fewer than three members. Each member of the Committee shall satisfy the independence requirements of the applicable provisions of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules promulgated thereunder, the applicable rules of the stock exchange or exchanges (including, without limitation, the NASDAQ Stock Market) on which the Company's common stock is listed, the Company's Independence Guidelines and, if deemed appropriate from time to time, meet the definition of "non-employee director" under Rule 16b-3 under the Exchange Act, and "outside director" for purposes of Section 162(m) of the Internal Revenue Code of 1986. The Board shall annually appoint the members of the Nominating & Governance Committee, considering the views of the Chairperson of the Board and the Chief Executive Officer, as appropriate. The Board shall designate the Chairperson and Vice Chairperson, if any, of the Nominating & Governance Committee. No Board member may serve as Chairperson of the Committee for more than three consecutive years. The members of the Committee shall serve until their resignation, retirement or removal from the Board. Nominating & Governance Committee members may be removed and replaced by the Board at any time and the Board may fill any vacancies.
Authority, Duties and Responsibilities
The authority, duties and responsibilities of the Nominating & Governance Committee shall be as follows:
develop and recommend for adoption by the Board, Corporate Governance Guidelines and Director Independence Guidelines of the Company and recommend from time to time any proposed changes to the Board for approval;
consistent with the Company's By-Laws and Corporate Governance Guidelines, develop and recommend for Board approval, written guidelines for the selection of new directors to the Board, including, but not limited to diversity of age, background, skills and work experience, conflicts of interest, time availability and such criteria as the Committee shall determine to be relevant at the time;
identify individuals qualified to become Board members and members of Board committees, consistent with the Company's By-Laws and Corporate Governance Guidelines, and recommend that the Board select the director nominees to be presented for stockholder approval at the annual meeting of stockholders or otherwise;
seek individuals to become Board members when vacancies occur or otherwise at the direction of the Board;
review stockholder recommendations of director candidates, any stockholder nominations for director and any stockholder proposals for inclusion in the Company's proxy statement to determine whether such recommendations, nominations or proposals comply with applicable law and the Company's By-Laws and Corporate Governance Guidelines;
produce reports to enable the Company to make the required disclosures in its proxy statement, in accordance with applicable rules and regulations, regarding, among other things, director independence, the Board's nomination process, director and director nominee qualifications for service on the Board, the Board's leadership structure and the Board's role in the oversight of the Company's risk management practices;
in consultation with the Chief Executive Officer, review the Board's committee structure and consider and make recommendations to the Board for its approval of directors to serve as members of Board committees;
review the structure, size, composition and operation of the Board from time to time and make appropriate recommendations to the Board;
develop and recommend to the Board for its approval an evaluation process for individual Board members, the Board and committees of the Board, and implement same;
consider any corporate governance issues that arise from time to time and recommend appropriate actions to the Board;
perform any other functions required by applicable laws, rules, regulations or listing requirements;
annually review and reassess the adequacy of this Charter; and
perform such other duties and responsibilities as may be assigned to the Committee from time to time by the Board.
Committee Operations
The Nominating & Governance Committee shall establish its own rules of procedure, which shall be consistent with the Bylaws of the Company and this Charter. Meetings of the Committee shall occur from time to time as called by the Chairperson of the Committee or as requested by the Board or the Board's Chairperson. Except as otherwise provided in the Bylaws of the Company, a majority of the Committee members shall constitute a quorum, and all matters shall be determined by a majority vote of the members present. In the event of a tie vote on any issue, the Chairperson's vote shall decide the issue.
The agenda for meetings of the Nominating & Governance Committee shall be established by the Chairperson of the Committee giving due consideration to the suggestions and comments of the members of the Board and executive management of the Company. The Committee may request that any directors, officers or employees of the Company, or other persons whose advice and counsel are sought by the Committee, attend any meeting of the Committee to provide such pertinent information as the Committee requests. The Committee shall have the sole authority to determine whether or not it is advisable, and if so, to retain or terminate any firm to be utilized to provide legal, search and other consulting services or experts to the Committee, including the sole authority to approve such firm's fees and other terms of retention. The Committee, in its sole discretion, may delegate as it deems appropriate, one or more of its functions to one or more subcommittees of its membership.
Reports to the Board
The Nominating & Governance Committee shall keep written minutes of each meeting, which shall be subject to approval by the members of the Committee and, once approved, shall be provided to the Board for its review and maintained with the books and records of the Company. Following each of its meetings, the Chairperson of the Nominating & Governance Committee shall report to the Board regarding the activities of the Committee.
Annual Performance Evaluation
The Nominating & Governance Committee shall annually undertake a self evaluation of the Committee, including its effectiveness and compliance with its Charter and the Company's Corporate Governance Guidelines. The Committee shall deliver to the Board a report setting for the results of its evaluation, including any recommended amendments to this Charter.
Approved by the Nominating & Governance Committee on February 16, 2010.
Adopted by the Board of Directors of the Company
and Effective on February 2010.
show all
hide all
.gif){kind=spacer}
