CHARTER OF THE NOMINATING & CORPORATE GOVERNANCE COMMITTEE
OF THE BOARD OF DIRECTORS
(adopted as of April 19, 2011)
This Charter governs the operations of the Nominating and Corporate Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of Central Virginia Bankshares Inc. and Central Virginia Bank together (the “Bank”.) As part of the Bank’s governance and oversight process, the Committee has been appointed by the Board of Directors to: (1) assist with the development and implementation of the Bank’s corporate governance principles (2) determine the composition of the Board (3) determine the composition of Board Committees (4) ensure that Board criteria, responsibilities, and performance standards are met and (5) monitor the process to assess the Board’s effectiveness.
The Committee shall be comprised of at least three directors. All members of the Committee shall meet the independence requirements of the Committee, and satisfy any other criteria imposed on members of the Committee pursuant to federal securities laws and the rules and regulations of the Securities and Exchange Commission and NASDAQ.
The qualifications of individuals to serve on the Committee shall be determined by the full Board, and all members shall be elected annually by the Board. The Committee may form and delegate authority to subcommittees when appropriate. The Committee shall be subject to the provisions of the Company’s By-laws relating to Board Committees, including provisions relating to removing Committee members and filling vacancies.
In discharging its appointment for the Board, the Committee may draw on the experience of management and Bank staff and when appropriate, may hire outside legal, accounting, or other experts or advisors to assist the Committee with its responsibilities. The responsibilities of the Committee are:
- Reviews and recommends on a periodic basis corporate governance guidelines to the Board for adoption when necessary.
- Provides oversight of corporate governance matters.
- Develops criteria for Board members, including the development of the process for identifying and evaluating nominees for Director.
- Reviews the Bank’s Management Succession Plan and makes recommendations to the Board regarding the plan.
- Recommends to the full Board the names of individuals to fill vacancies on the Board when needed.
- Oversees recruitment and orientation of new Directors as well as the CEO.
- Conducts a periodic assessment of the size and composition of the Board and, from time to time, makes recommendations to the Board for changes in the size of the Board as appropriate.
- Reviews the structure of the Board and Board Committees and recommends to the Board for approval Directors to serve as members of each Committee. The Committee shall review and recommend committee slates annually and shall recommend additional committee members to fill vacancies as needed.
- Conducts the annual performance evaluation of the CEO, developed by the Compensation Committee, and oversee any actions necessary resulting from the evaluation.
- Develops and recommends to the Board for approval a periodic self-evaluation as well as a peer evaluation of the Board and its Committees. The Governance Committee shall oversee the self-evaluations and peer evaluations.
- Recommends to the Board a Code of Conduct and Ethics Policy applicable to employees, officers and directors of the Bank and the process for consideration and disclosure of any requested waivers of such codes for directors and executive officers of the Bank.
- Oversees the development and delivery of Director continuing education programs.
- Reviews and approves any transaction (including but not limited to loans and commitments, stock ownership, stock sales or purchases, and related party transactions) between the Bank and any officer, director or affiliate of the Bank as required under SEC rules and regulations and as disclosed in the Bank’s annual proxy statement.
- Undertakes all further actions and discharges all further responsibilities imposed upon the Committee by the Board, the federal securities law, or the rules and regulations of the SEC or NASDAQ.
- Reviews and reassesses periodically the adequacy of the Charter and recommends any proposed changes to the Board for approval. The Committee shall also evaluate its own performance.
The Committee will meet at least annually, in conjunction with regular meetings of the Board of Directors, or on a more frequent basis as necessary to perform its responsibilities. Upon the request of the Board, the Committee shall submit the minutes of all Committee meetings to the Board and/or discuss the matters of each Committee meeting with the Board.