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Killbuck Savings Bank Co.
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Nominating and Governance Committee
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Killbuck Bancshares, Inc.
Nominating and Governance Committee Charter

Statement of Policy

The Nominating and Governance Committee shall provide assistance to the board of directors in fulfilling the board of directors responsibilities for director nominations and appointments, and board of directors and corporate governance.

Organization

The members of the Nominating and Governance Committee shall be appointed by the board of directors and may be removed by the board of directors. The Nominating and Governance Committee shall meet on the call of its chairman. The Nominating and Governance Committee has the sole authority to retain and terminate any consulting or search firm to be used to identify director candidates, including the sole authority to approve the firm's fees and other retention terms. There will be at least three members of the Nominating and Governance Committee. A majority of the members of the Nominating and Governance Committee shall be a quorum to transact business.

Qualifications

The Nominating and Governance Committee shall be composed of a majority of independent directors, determined by the board of directors under the Killbuck Bancshares Corporate Governance Guidelines.

Powers, Duties, and Responsibilities

In discharging its responsibilities to review, authorize and approve director nominations, director compensation and corporate governance, the Nominating and Governance Committee shall:

  • actively seek individuals qualified to become members of the board of directors;
  • from time to time recommend individuals for appointment as directors by the board of directors;
  • set the number of directors that shall constitute the whole board of directors;
  • recommend to the whole board of directors nominees for director for nomination by the board of directors for approval by shareholders at an annual meeting of shareholders or special meeting of shareholders;
  • recommend to the board of directors the establishment, charter and membership of the various committees of the board of directors;
  • recommend to the board of directors corporate governance guidelines for Killbuck Bancshares;
  • consider and advise the board of directors on other matters relating to the affairs or governance of the board of directors;
  • annually review and if necessary or appropriate, update this charter for consideration by the board of directors;
  • annually evaluate the performance and function of the Nominating and Governance Committee; and
  • report the matters considered and actions taken by the Nominating and Governance Committee to the board of directors.
 
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