Investor Relations
Mercantile Bancorp, Inc. Nominating & Corporate Governance Committee Charter
STATEMENT OF POLICY
The purpose of the Nominating/Corporate Governance Committee (the "Committee") is to provide that the Board of Directors and its Committees are appropriately constituted to meet their legal obligations to the stockholders and the Company. To this end, the Committee is responsible for (1) identifying and nominating individuals qualified to become board and committee members; (2) maintaining that a majority of the Board members are independent and that all the members of the Audit, Compensation and Nominating/Corporate Governance Committees are independent as required; (3) developing and recommending to the Board a set of corporate governance principles applicable to the Company; and (4) generally to address corporate governance issues for the Board.
MEMBERSHIP
The Committee shall consist of at least three directors and be composed entirely of independent directors. For purposes of the Committee, an independent director shall be one who: (a) is not an officer or employee of the Company or any parent or subsidiary, (b) does not have a material relationship with the Company that would interfere with the exercise of independent judgment, (c) is not, and during the past three years was not, employed by the Company or by any parent or subsidiary of the Company, other than prior employment as an interim Chairman or CEO, (d) does not accept, and does not have an immediate family member who accepts, any payments from the Company or any parent or subsidiary of the Company in excess of $100,000 during the current or any of the past three fiscal years, other than compensation for board service, payments arising solely from investments in the Company's securities, compensation paid to an immediate family member who is a non-executive employee of the Company or of a parent or subsidiary of the Company, compensation received for former service as an interim Chairman or CEO, benefits under a tax-qualified retirement plan, non-discretionary compensation, or loans permitted under Section 13(k) of the Exchange Act, (e) is not an immediate family member of an individual who is, or has been in any of the past three years, employed by the Company orany parent or subsidiary of the Company as an executive officer, (f) is not, and does not have an immediate family member who is, a partner in, or a controlling shareholder or an executive officer of, any organization to which the Company made, or from which the Company received, payments (other than those arising solely from the investments in the Company's securities or payments under non-discretionary charitable contribution matching programs) that exceed 5% of the organization's consolidated gross revenues for that year, or $200,000, whichever is more, in any of the most recent three fiscal years, (g) is not, and does not have an immediate family who is, employed as an executive officer of another entity where at any time during the most recent three fiscal years any of the Company's executive officers serve on that entity's compensation committee, and (h) is not, and does not have an immediate family member who is, a current partner of the Company's outside auditor, or who was a partner or employee of the Company's outside auditor who worked on the Company's audit at any time during any of the past three years.
In addition to the foregoing, the members of the Committee shall meet the independence requirements that shall from time to time be promulgated by the Securities & Exchange Commission ("SEC") and the NYSE Amex, LLC ("NYSE Amex"), and to the extent of any conflict between the foregoing standards and the SEC and NYSE Amex, the standards of the SEC and NYSE Amex shall govern the composition of the Committee.
SCOPE OF POWERS AND FUNCTIONS
The Committee shall have such powers and functions as may be assigned to it by the Board of Directors from time to time; however, such functions shall, at a minimum, include the following, as well as any functions as shall be required of nominating or corporate governance committees by NYSE Amex:
* to establish the criteria for Board membership, which may include one or more of the following:
* Knowledge of the banking industry, financial expertise, and relationships with customers and potential customers
* Experience in the management or leadership of a substantial private business enterprise, educational, religious or not-for-profit organization, or such other professional experience as the Committee shall determine shall qualify an individual for Board service.
* In establishing these criteria, the Committee shall make every effort to ensure that the Board and its committees include at least the number of independent directors, as that term is defined by applicable standards promulgated by the NYSE Amex and by the SEC.
* to consider, recommend and recruit candidates for election to the Board at each annual meeting of stockholders; to review candidates recommended by shareholders, establish the procedures by which such shareholder candidates will be considered by the Committee and publish these procedures in the Company's annual meeting proxy statement; to conduct the appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates;
* to establish criteria for advisory directors and to act upon management recommendations for advisory director appointments;
* to monitor and recommend the functions and review the performance of the Board, and the various Committees of the Board, including the Committee, at least annually;
* to monitor and evaluate the performance of the advisory directors, at least annually;
* to appoint and remove members and chairs of the committees of the Board of Directors;
* to advise on changes in Board and Committees compensation;
* to make recommendations on the structure of Board meetings and to oversee the Company's processes for providing information to the Board;
* to consider matters of corporate governance and to review and publish, periodically, to the extent required or considered desirable, the Company's corporate governance principles and Code of Ethics;
* to review, periodically, any plans adopted by the Company that might impact the rights of shareholders or the election of directors;
* to consider and, if deemed appropriate, to establish director retirement policies; and
* to the extent that a single director is selected to preside over executive sessions of non-management directors, to select such presiding director and publish the identity of such director, or the procedures by which such director was selected, in the Company's annual meeting proxy statement.
In addition, the Committee has sole authority to retain and terminate any search firm to be used to identify director candidates, including sole authority to approve the search firm's fees and other retention terms. The Committee may also, at its discretion, engage outside legal counsel or other advisers as it deems necessary to carry out its functions.
ADMINISTRATIVE
The Committee shall meet at least once per year and shall hold any additional meetings as may be called by the Chairman of the Committee or management. Members of senior management or others may attend meetings of the Committee at the invitation of the Committee and shall provide pertinent information as necessary. The Chairman of the Committee shall set the agenda of each meeting and arrange for the distribution of the agenda, together with supporting material, to the Committee members prior to each meeting. The Chairman will also cause minutes of each meeting to be prepared and circulated to the Committee members. The Committee may meet via telephone conference calls. A majority of the members of the Committee shall constitute a quorum for all purposes.
Mercantile Bancorp, Inc. Compensation Committee of the Board of Directors Charter Adopted June 21, 2004; Most Recently Re-approved June 28, 2011.
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