公司治理 & 提名委员会

任务

公司治理的目的 & 提名委员会(“委员会”)将:

1. Exercise general oversight with respect to the governance of the Board of Directors.
2. Review the qualifications of and recommend to the Board of Directors proposed nominees for election to the Board.
3. Evaluate and recommend to the Board corporate governance practices applicable to the corporation.
4. Appraise the framework for assessment of Board performance and the Board self-evaluation.

The Committee oversees reputational risks and conduct risks within its scope of responsibility.

会员

5. The Committee shall be composed solely of non-management directors, not fewer than three in number.
6. Each member of 该委员会 shall meet the independence standards of the New York Stock Exchange corporate governance listing standards as of the Firm's most recent annual meeting and the Firm's standards of independence as provided in the Corporate 治理原则 of the Board.
7. 会员 on 该委员会 is reviewed each year by 该委员会 and approved by the Board, 并为委员会指定一名主席. Each Committee member and Chair serves at the pleasure of the Board.

会议

8. The Committee shall meet as often as it determines is appropriate, 但每年不少于三次. The Chair shall preside at all meetings of 该委员会 and shall set the agenda.
9. The Committee may ask any officer or employee of the Firm to attend the meeting of 该委员会 or for such persons to meet with any members of, 或顾问, 该委员会.
10. The Committee has authority to retain advisers when it deems appropriate, 包括批准费用和保留条款, 未经董事会或管理层事先许可, and shall be provided the necessary resources for such purposes.
11. 委员会应定期向董事会报告, generally at the next regularly scheduled Board meeting following a Committee meeting, on actions taken and significant matters reviewed by 该委员会.

职责与责任

公司治理 & 提名委员会 shall have the following duties and responsibilities:

12. Make recommendations to the full Board regarding its size and composition and the tenure of directors.
13. Identify individuals qualified to become Board members who reflect the criteria specified in the Corporate 治理原则 of the Board.
14. Recommend to the Board nominees to serve on the Board and the nominees to stand for election as directors at the next annual meeting of stockholders (or, 如果适用的话, 股东特别会议).
15. Exercise sole authority to retain any search firm to be used to identify director candidates, including sole authority to approve the search firm's fees and other retention terms.
16. Review and make recommendations to the Board regarding Board compensation.
17. 检讨董事会各委员会的职责及组成, including a review of the criteria for composition of the 审计委员会 under the rules of the New York Stock Exchange and under the Federal Deposit Insurance Corporation Improvement Act of 1991 (FDICIA), 检讨补偿的构成准则 & 管理发展委员会 under the rules of the New York Stock Exchange, under Section 162(m) of the Internal Revenue Code and under Section 16 of the Securities Exchange Act of 1934, and review the criteria for composition of the 公司治理 & 提名委员会 under the rules of the New York Stock Exchange, and identify and recommend to the Board directors qualified to become members of each Board committee, taking into account such listing and regulatory criteria (如果适用的话) as well as such other factors as the committee deems appropriate.
18. 审查股东建议和建议的回应.
19. Review and recommend to the Board the Corporate 治理原则 of the Board and any proposed changes to such Principles.
20. Periodically appraise the framework for assessment of Board performance and the Board self-evaluation discussion.

代表国家银行子公司采取行动

21.  The Committee has full and complete authority to act for and on behalf of the Firm's national bank subsidiaries (the "Banks") in the exercise of the 公司治理 & 银行提名委员会的职责, pursuant to authority granted to 该委员会 by the By-laws of the Banks and by the Board of Directors of 澳博官方网站app & Co. 促进这种责任, 该委员会 has a duty to seek to preserve the safety and soundness of the Banks and exercises its oversight of the Banks' 公司治理 & 提名委员会 matters with the understanding that the Banks' interests are not to be subordinated to the interests of the parent holding company in a way as to jeopardize the safety and soundness of the Banks.

宪章审查

22. 公司治理 & 提名委员会将进行审查, 至少每年一次, the committee's charter and recommend any proposed changes to the Board for approval. 公司治理 & 提名委员会应准备, 并向董事会报告, 委员会的年度绩效评估, which shall compare the performance of the committee with the requirements of this charter.

2023年7月生效