FIRST FINANCIAL SERVICE CORPORATION
NOMINATING COMMITTEE CHARTER
The purpose of the Nominating Committee (Committee) shall be to assist the Board of Directors in identifying qualified individuals to become directors and in determining the composition of the Board and its committees. In addition, the Committee shall assist the Board in monitoring a process to access Board effectiveness and in developing and implementing the companys corporate governance guidelines.
The Committee shall consist of a minimum of three directors. The number of members of the committee shall be set from time to time by the Board of Directors. All members of the committee must be independent directors within the meaning of the rules of The NASDAQ Stock Exchange.
Committee Authorities and Responsibilities
In furtherance of this purpose, the Committee shall have the following authority and responsibilities:
- Director Nominations and Committee Appointments:
- To lead the search for individuals qualified to become members of the Board of Directors and to select nominees for election by the shareholders at the annual meeting or at special meetings of shareholders called for that purpose. The Committee shall select individuals as director nominees who shall have the highest personal and professional integrity, who shall have demonstrated exceptional ability and judgment and who shall be most effective, in conjunction with the other directors, in collectively serving the long-term interests of the shareholders.
- To review the committee structure of the Board of Directors and to recommend to the Board the directors to serve as members of each committee. The Committee shall review and recommend committee membership annually and shall recommend additional committee members to fill vacancies as needed.
- To develop and recommend to the Board of Directors an annual self-evaluation process of the Board and its committees. The Committee shall oversee the annual self-evaluations and present its findings and any recommendations to the full Board.
- To review on an annual basis director compensation and benefits.
- When vacancies occur on the Board of Directors or otherwise at the direction of the Board, the Committee shall actively seek individuals whom the Committee determines to meet the criteria and standards for election to the Board.
The Committee shall have the authority to delegate any of its responsibilities to subcommittees of its members as the full Committee may deem appropriate in its sole discretion.
The Committee shall have the authority to retain any search firm engaged to assist in identifying director candidates, and to retain outside counsel and any other advisors as the Committee may deem appropriate in its sole discretion. The Committee shall have sole authority to approve related fees and terms of any such engagement.
The Committee shall report its actions and recommendations to the Board after each Committee meeting. The Committee shall review at least annually the adequacy of this charter and recommend any proposed changes to the Board for approval.
Reliance on Information
The Committee and each of its members in his or her capacities as such, shall be entitled to rely, in good faith, on information, opinions, reports or statements, or other information prepared or presented to them by (i) officers and other employees of the company, whom such member believes to be reliable and competent in the matters presented, or (ii) counsel, public accountants or other advisors as to matters which the member believes to be within the professional competence of such person.