OVERVIEW
The Nominating/Corporate Governance Committee (“Committee”) is appointed by the Board of Directors of United Security Bancshares (“Bancshares”) to assist the Bancshares Board and the United Security Bank (the "Bank") Board of Directors in fulfilling their respective oversight responsibilities. The term “Boards” shall refer to both the Board of Directors of Bancshares and the Bank.
PURPOSE
The Nominating/Corporate Governance Committee is essential to the effective functioning of the Boards. The Nominating & Corporate Governance Committee is appointed by the Board of Directors to:
- To assist the respective Boards in filling any vacancy that may arise on the respective Boards by identifying and proposing qualified candidates to become board members, consistent with criteria approved by the respective Boards;
- To nominate or to recommend that the respective Boards select, the director nominees for the next annual meeting of shareholder(s); and
- Establish procedures for the Committee to exercise oversight of the evaluation of the respective Boards;
MEMBERSHIP
The members of the Committee will be composed entirely of independent directors of Bancshares who are also members of the Board of Directors of the Bank. Qualified members will be appointed by the Board of Bancshares and shall serve at the pleasure of the Bancshares Board for such term or term or terms as the Board may determine, and shall meet the independence requirements of NASDAQ Rule 5605. The Committee shall consist of at least three Directors, including a Chairman.
MEETINGS AND ACCOUNTABILITY
The Committee shall meet as often as it determines, but at least two times annually and on behalf of each Board in separate sessions. The presence of a majority of the members of the Committee, and the act of the majority of the members present at any meeting at which a quorum is present shall be the act of the Committee. The Committee may ask members of management or others to attend meetings or portions thereof and provide pertinent information as necessary. The Committee may ask members of management or others to attend meetings or portions thereof and provide pertinent information as necessary. The Committee shall meet annually to review the performance of the respective Boards and shall present a full report to the respective Boards annually.
DUTIES AND RESPONSIBILITIES
On behalf of the respective Boards, the Committee will carry out the following duties and responsibilities:
1. To develop the Board's criteria for selecting new Directors which shall include at, a minimum, all applicable laws, regulations, listing standards, and guidelines set forth in the Bancshares’ and Bank’s Corporate Governance Principles, including:
- Establishing the criteria for the membership of the respective Boards and membership of the committees of the respective Boards;
- Considering, recommending and recruiting candidates to fill new positions on the respective Boards and committees of the respective Boards;
- Reviewing candidates recommended by others, including shareholders;
- Conducting the appropriate and necessary inquiries into the background and qualifications, including capability, availability to serve, prohibited management interlocks, conflicts of interest and other relevant factors, of possible candidates; and
- Recommending the nominees for approval and making Board committee assignments.
Additional functions of the Nominating Committee are:
- To consider questions of possible conflicts or interest of executives and members of the respective Boards;
- To monitor and recommend committees of the respective Boards;
- To annually administer evaluations of the performance of the respective Boards, committees of the respective Boards and their members;
- To review and reassess the adequacy of this Charter annually and recommend any proposed changes to the respective Boards for approval;
- Develop and recommend to the respective Boards a set of corporate governance principles applicable to Bancshares and/or the Bank, and to review those principles annually;
- To review the Nominating/Corporate Governance Committee’s own performance and complete an annual performance evaluation of the committee to present to the respective Boards; and
- To annually review and reassess the adequacy of and revised the charters of each other committees of the respective Boards and recommend any proposed changes to the respective Boards for approval.
DELEGATION TO SUBCOMMITTEE
The Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee of the Committee provided that the subcommittee is composed entirely of independent directors common the Bancshares and the Bank.
RESOURCES & AUTHORITY
The Committee will have 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.