The Nominating Committee is appointed by the Board of Directors (the “Board”) (1) to assist the Board, on an annual basis, by identifying individuals qualified to become Board members and to recommend to the Board the director nominees for the next annual meeting of shareholders and; (2) to assist the Board in the event of any vacancy on the Board by identifying individuals qualified to become Board members, and (3) to recommend to the Board qualified individuals to fill any such vacancy.
The Chairman shall recommend to the Board at the annual Reorganization Meeting independent directors who shall serve on the Nominating Committee. The membership of the Committee shall be approved by resolutions passed by a majority of the Board of Directors. A majority of the Board of Directors shall have the power to change the membership of the Nominating Committee at any time, to fill vacancies therein and to remove any member thereof, either with or without cause, at any time.
Nominating Committee Membership
The Nominating Committee shall consist of no fewer than three members, each of whom shall be a director of American Bank Incorporated (the “Company”). The Nominating Committee will consider the absence or presence of material relationships with the Company that might affect the independence of Committee members. A majority of the members of the Nominating Committee shall constitute a quorum.
Nominating Committee Authority and Responsibilities
The Nominating Committee shall have the responsibility to develop and recommend criteria for the selection of new directors to the Board, including, but not limited to diversity, age, skills, experience and time availability (including consideration of the number of other boards on which the proposed director sits) in the context of the needs of the Board and the Company and such other criteria as the Nominating Committee shall determine to be relevant at the time. The Nominating Committee shall have the power to apply such criteria in connection with the identification of individuals to be board members, as well as to apply the standards for independence imposed by applicable federal laws in connection with such identification process.
When vacancies occur or otherwise at the direction of the Board, the Nominating Committee shall actively seek individuals who the Nominating Committee determines meet such criteria and standards for recommendation to the Board.
The Nominating Committee shall have the sole authority to retain and terminate any search firm to be used to identify director candidates and shall have sole authority to approve the search firm’s fees and other retention terms, at the Company’s expense.
The Nominating Committee shall periodically report to the Board on its actions and shall prepare written minutes of each Committee meeting, which minutes shall be provided to the Board.
The Nominating Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. The Nominating Committee, and each member of the Nominating Committee in his or her capacities as such, shall be entitled to rely, in good faith, on information, opinions, reports or statements, or other information prepared or presented to them by (i) Officers and other Team Members of the Company, who such member believes to be reliable and competent in the matters presented, (ii) counsel, public accountants or other persons as to matters that the member believes to be within the professional competence of such person.
The secretary for the Nominating Committee shall be the Company’s Corporate Secretary, or in his or her absence, an Assistant Secretary of the Company.
The Nominating Committee has the flexibility to meet as a full Board at any Board of Director’s meeting in lieu of a Committee meeting when necessary.
Last Update: 4/23/19