State Bancorp, Inc. and its primary subsidiary, State Bank of Long Island, take great pride in conducting its business at the highest level of integrity. All of our employees, officers and directors of the Company and Bank are governed by a Code of Business Conduct and Ethics that requires them to conduct themselves in an honest and ethical manner, and to avoid conflicts of interest.
Our Board of Directors is represented by a variety of highly qualified and experienced business leaders and we are confident of their governing ability. The confidence of our stockholders is extremely important to us as well. With this in mind, the Board of Directors has established Corporate Governance Guidelines to provide our stockholders with important information regarding the Company’s governance practices. These guidelines are continually reviewed and are in compliance with the Securities and Exchange Commission, the NASDAQ Global Markets Corporate Governance Listing Standards, and the Sarbanes-Oxley Act of 2002.
Independence
The majority of the Board of Directors must be independent of the Company’s management. A Director is independent when he or she has no material relationship, other than as a Director, with the Company or the Bank, either directly or indirectly as a partner, shareholder or officer of an organization that has a material relationship with the Company. The Board of Directors has adopted Director Independence Guidelines to assist the Board in evaluating and maintaining independence.
Role of the Board of Directors
The Board of Directors is responsible for overseeing the Company’s management on behalf of the stockholders. The principal functions of the Board are:
To oversee and effectively monitor management of the Company
To review the Company’s proposed objectives and strategies
To evaluate the effectiveness of the Board of Directors through self-evaluation
To select, evaluate, and determine compensation for the Company’s Chief Executive Officer
To review the Company’s compensation and benefit plans
To review the Company’s management succession plans
To oversee the processes of evaluating the adequacy of the Company’s internal controls, risk management policies and procedures, financial reporting, adherence to the Code of Conduct, and compliance with regulatory bodies
To nominate, and approve compensation for Directors in adherence to sound corporate governance practices
These responsibilities are conducted by the Board of Directors directly and through its committees.
Committees of the Board of Directors
The Company has established the following committees of the Board of Directors to assist the Board in its oversight function:
Nominating and Governance Committee
The Nominating and Governance Committee is responsible for identifying individuals qualified to become Board members. The responsibilities include evaluating persons suggested by the stockholders or others and making recommendations to the Board to select the director nominees for the next annual meeting of stockholders. In addition, the Committee shall develop and recommend the Corporate Governance Guidelines applicable to the Company. Details regarding the Committee and its functions can be found in the Nominating and Governance Committee Charter.
Audit Committee
The Audit Committee assists the Board of Directors in fulfilling its responsibility to stockholders relating to the quality and integrity of the Company’s financial reports and accounting and reporting practices. Details regarding the Committee and its functions can be found in the Audit Committee Charter.
Compensation Committee
The Compensation Committee is authorized to review and recommend to the Board of Directors the compensation levels of both Company and Bank directors and officers. Details regarding the Committee and its functions can be found in the Compensation Committee Charter.
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