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Purpose
The purpose of the Executive and Governance Committee (the "Committee") of the Board of Directors of 1st Source Corporation and 1st Source Bank (the "Company") is: (i) to serve as the senior committee of the Board with oversight responsibility for the effective governance of the Company, (ii) to exercise (except as otherwise provided by law or in the Company's By-Laws) all the authority of the Board during the intervals between the meetings of the Board, (iii) to identify and monitor the appropriate structure of the Board, (iv) to select Board members for appointment by the Board to committee assignments, and (v) to oversee any other activities intended to assure the effective and appropriate governance of the Company.
Committee Membership, Qualifications and Meeting Schedule
The Committee shall consist of at least three directors. The members of the Committee shall be appointed and replaced by the Board. Members are appointed annually and serve a one-year term with the expectation that members will serve at least two consecutive terms and preferably three. The Board shall appoint one member of the Committee as its chairperson. The Committee shall meet at such times as may be necessary to carry out its responsibilities. The Committee will cause to be kept adequate minutes of all its proceedings, and will report its actions to the next meeting of the Board.
Authority, Duties and Responsibilities
- Except as otherwise provided by law or in the Company's By-Laws, exercise the power and authority delegated to the Committee herein and in the Company's By-Laws at any time between the meetings of the Board when a matter requires expeditious action by the Board or when it would not be practical for the full Board to meet to review or act upon the matter.
- Conduct at least bi-annually a corporate governance review to ensure that the Board is adhering to current practices that are appropriate for the Company in all applicable areas and that the Board and all of its committees are functioning effectively.
- Evaluate periodically the desirability of and recommend to the Board or the Nominating Committee any changes in the size and composition of the Board.
- Develop and recommend to the Board the Company's corporate governance guidelines and any changes therein.
- Monitor and make recommendations to the Board on other matters concerning Board policies and practices relating to corporate governance.
- Develop, submit to the Nominating Committee, and review with the Board from time-to-time guidelines and criteria to determine the qualifications of directors.
- Annually review the composition of each Committee of the Board and present recommendations for Committee memberships to the Board as needed.
- In the event that it is necessary to select a new chief executive officer, the Committee shall lead the process and may initiate evaluation, consideration and screening of potential candidates.
- Establish and administer a periodic assessment of the performance of both the Board as a whole and its individual members.
- The Committee shall review its own performance and review this charter and recommend any proposed changes every other year coincident with the bi-annual self-assessment of the full Board.
Limitation
Nothing in this charter is intended to alter in any way the standard of conduct that applies to any of the directors under Ind. Code § 23-1-35 or § 28-13-11, as applicable, as amended, and this charter does not impose, nor shall it be interpreted to impose, any duty on any director greater than, or in addition to, the duties or standard established by such provisions.
February 2006
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