This is from the Bank’s public website. The highlighting is mine. Aren’t we looking for Core Values?
Princeton National Bancorp, Inc. Nominating and Search Committee Charter
[Note: This is an ad hoc committee of the Board of Directors, formed on an as-needed basis.]
Nominating and Search Committee Purpose
The primary purpose of the Nominating and Search Committee of the Board of Directors (Board) is to review candidates for membership on the Board and recommend individuals for nomination to the Board. This Committee shall also prepare and periodically review with the entire Board a list of general criteria for Board nominees.
In order to be considered for re-nomination to an additional term on the Board, the Committee shall ensure the individual continues to meet the criteria established for nominees to the Board, as set forth in Exhibit 1 hereto.
The Committee’s primary duties and responsibilities are to:
S Ensure new and continuing directors meet Nomination/Re-nomination Criteria
S Recruit new members of the Board of Princeton National Bancorp, Inc.
S Assess the attributes new directors should have for the appropriate mix to be maintained and ensure prospective candidates are informed of the degree of energy and commitment the company expects of its directors
S Maintain a database of potential candidates, in consultation with the Board and Chief Executive Officer, which could include potential candidates recommended by shareholders.
S Identify, with as much advance notice as practicable, impending Board vacancies, so as to allow sufficient time for recruitment and for introduction of nominees to the Board.
Nominating and Search Committee Membership
The membership shall be appointed by the Board from time to time as needed and shall consist of no less than three (3) independent director members. Members selected shall not be employees of the company, shall meet the independence requirements of NASDAQ and the SEC, and the Chairman is to be appointed from among its members by the Board.
Any Committee member appointed by the Board may be removed by the Board whenever, in its judgment, the best interests of the Committee and the company will be served thereby. Members may resign from the Committee upon written resignation being duly submitted to and approved by the Board.
With respect to each person proposed to be nominated, the Committee shall be provided with the following information: (i) the name, address (business and residence), date of birth, principal occupation or employment of such person (present and for the past five (5) years); (ii) the number of shares of the Corporation such person beneficially owns (as such term is defined by Section 13(d) of the Securities Exchange Act of 1934, as amended [the “Exchange Act”]); and (iii) any other information relating to such person that would be required to be disclosed in a definitive proxy statement to shareholders prepared in connection with an election of directors pursuant to Section 14(a) of the Exchange Act. The Corporation may require any proposed nominee to furnish additional information as may be reasonably required to determine the qualifications of such person to serve as a director of the Corporation. No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth in the Bylaws.
Minimally, these criteria should address the level of director attendance, preparedness, participation, and candor.
With each director nomination recommendation, the Committee should consider the mix of director characteristics, experiences, diverse perspectives, and skills that is most appropriate for the company.
The board maintains an openness to new ideas and a willingness to critically re-examine the status quo. Minimally, the core competencies should address: accounting or finance, business or management experience, industry knowledge, customer-base experience or perspective, crisis response, leadership, or strategic planning.
Nominees should possess the following characteristics:
S Personal integrity — a pledge based on one’s own personal integrity that represents the organization’s commitment to dealing with others in a fair and truthful manner.
S Professional excellence — characteristics and behavior, such as respect for others, fair evaluation, and positive regard, that constitute professional excellence as a model for board, executives, and associates to follow.
S Accountability and responsibilities — an emphasis on good stewardship, the organization’s responsibilities to its constituents, and their responsibilities to the organization.
S Equal opportunity and diversity — establish the organization’s commitments in hiring and other personnel practices.
S Conflict of interest, personal gain, and expense reporting — all decisions will be in the best interests of the organization. It is a helpful reminder that individuals should evaluate their conduct and their decisions in light of their impact on the organization and, more precisely, in light of how they might reasonably be perceived by others. These standards are the essence of any code of ethics, and they constitute core values helping to underscore that the public can place its faith in the organization’s basic integrity.
S Fresh intellectual perspectives and ideas
S Knowledge of the banking and finance industry, competitors, and future trends
Desired Diversity of Board Member Experience and Competencies:
The corporation’s best interests are served by maintaining a diverse and active Board membership with members who are willing, able, and well-situated to provide insight into current business conditions, opportunities, and risks. The “outside” perspectives of the members are key factors in the corporation’s success.
S Geographic diversity is desirable and, therefore, membership should consider, in as practical a manner as possible, the markets the corporation serves.
S Industry representation is desirable and, therefore, a mix and balance of manufacturing, service, public, and private companies should be present.
S Expertise in multi-disciplines is desirable. Therefore, financial/accounting expertise, sales/marketing expertise, mergers and acquisition expertise, regulatory, manufacturing, and production expertise, educational institutions, and public service expertise are all desirable.
S The Board should consider diversifying its membership racially, ethnically, and through gender representation.
S A majority of the members of the Board of Directors shall meet the independence requirements of the SEC and NASDAQ.