The
following functions shall be the common recurring activities
of the Committee in carrying out its responsibilities
outlined in this charter. These functions should serve
as a guide with the understanding that the Committee
may carry out additional functions and adopt additional
policies and procedures as may be appropriate in light
of changing business, legislative, regulatory, legal
or other conditions. The Committee shall also carry
out any other responsibilities and duties delegated
to it by the Board of Directors from time to time related
to the purposes of the Committee outlined in this charter.
- develop and recommend to the board criteria for
the selection of individuals to be considered as candidates
for election to the board (such as independence, experience
relevant to the needs of Monroe Bancorp, leadership
qualities, diversity and ability to represent the
shareholders);
- before recommending an incumbent, replacement or
additional director, review his or her qualifications,
including capability, availability to serve, conflicts
of interest and other relevant factors;
- actively seek individuals qualified to become members
of the Board of Directors;
- review director candidates submitted by shareholders;
- annually present to the board a list of individuals
recommended for nomination for election to the board
at the annual meeting of shareholders;
- from time to time recommend individuals for appointment
as directors by the Board of Directors;
- consider and recommend changes in the size of the
board;
- regularly review issues and developments related
to corporate governance issues and formulate and recommend
governance standards to the board;
- review and approve any disclosure of the actions
of the Committee required to be included in any periodic
or annual report;
- annually review the composition of each committee
and present recommendations for committee memberships
to the board as needed;
- periodically review the compensation paid to non-employee
directors for annual retainers (including board and
committee chairs) and meeting fees, if any, and make
recommendations to the board for any adjustment. No
member of the Committee will act to fix his or her
own compensation except for uniform compensation to
directors for their services as such;
- annually review and update this charter for consideration
by the Board of Directors;
- report the matters considered and actions taken
by the Committee to the Board of Directors.
Approved
by the Monroe Bancorp and Monroe Bank Board of Directors
on April 24, 2008.
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