These principles are intended to provide best practice guidelines for governance of Hudson United Bancorp and its committees.
Director Qualification Standards and Selection
The Board will have a majority of Directors who meet the NYSE's criteria for independence. The Nominating/Corporate Governance Committee will review the requisite skills and characteristics of new board members as well as the composition of the Board as a whole. This assessment will include a consideration of independence, diversity, skills and experience in the context of the needs of the Board.
There is no established limit on the number of terms a Director may serve. However, a Director may not be nominated for election following attainment of age 72.
Basic criteria for selection include:
The Board presently consists of ten members. The exact number is established by the Board from time to time.
Director Duties and Responsibilities
Director Access to Officers and Employees
Directors have full and free access to officers and employees of the Company and, as necessary, any appropriate independent advisors.
Board Meeting Schedules
Not later than December of each year, the Board shall adopt a meeting schedule for the subsequent year.
The schedule will provide for regularly scheduled meetings and three quarterly executive sessions to include only non-management Directors and one quarterly executive session to include only Independent Directors. These meetings will be chaired by the Lead Director.
The Board agenda and materials will be distributed to Directors in advance of all meetings.
The Board will at all times have an Audit Committee, a Compensation Committee, and Nominating/Corporate Governance Committee, which will meet at least quarterly. The Board will also have an Executive Committee, which will meet as required. Other than the Executive Committee, these committees shall be comprised of only independent directors under the criteria of independence established by the NYSE.
Members and the Chair of these committees will be appointed by the Board upon recommendation from the Nominating/Corporate Governance Committee.
Each committee will have its own charter setting forth the purpose, authority and responsibility of the committee.
The Chair of each committee will establish a schedule of meetings and an agenda for meetings. The schedule for each committee will be provided to the Board.
Each committee will self evaluate its functioning at least annually and report that evaluation to the full Board.
Each committee will periodically report on its activities to the full Board.
At least annually, each committee will review its charter and submit it to the Board for approval. At least annually, each committee will evaluate its functioning. Annually, the Board will make committee appointments from the recommendations of the Nominating/Corporate Governance Committee.
Director compensation will be reviewed by the Compensation Committee at least annually. The form and amount of Director compensation will be determined by the Compensation Committee in accordance with the policies and principles set forth in its charter which shall include appropriate benchmarking against other companies.
The Committee will consider that Directors' independence may be jeopardized if compensation and perquisites exceed customary levels, if the Company makes substantive charitable contributions to organizations with which a Director is affiliated, or if the Company enters into consulting contracts with (or provides other indirect forms of compensation to) a Director or an organization with which the Director is affiliated.
Director Orientation and Continuing Education
Within two months of election or appointment to the Board, a new Director must participate in orientation to the Company.
Orientation will include a meeting with each member of the Company's executive management team to familiarize the new Director with the Company's strategic plans, its significant financial, accounting and risk management issues, its compliance programs, its Code of Business Conduct and Ethics, its principal officers, and its business. These meetings shall be conducted on Company premises.
The orientation shall also include a meeting with the Company's internal and independent auditors.
During the orientation period, the Director is encouraged to visit the Company's facilities and to review its various policies and procedures for the conduct of its day to day business.
Directors are encouraged to attend local seminars designed to provide current, relevant information which will assist the Director in the discharge of his duties as a Director.
CEO Evaluation and Management Succession
The Compensation Committee will conduct an annual review of the CEO's performance, as set forth in its charter. The Board will review the Compensation Committee's report in order to ensure that the CEO is providing the best leadership for the Company in the long and short term.
The Nominating/Corporate Governance Committee shall make an annual report to the Board on the Company's succession plan which may include recommendations for change. The full Board will work with the Nominating/Corporate Governance Committee to evaluate potential successors to the CEO. The Nominating /Corporate Governance Committee and the Board will consider the recommendation and evaluation of the CEO of potential successors along with any development plans recommended for a potential candidate.
The Board will disclose the policies and principles of the CEO selection, performance review, and policies regarding succession in the event of an emergency or retirement of the CEO.
Annual Performance Evaluation
The Nominating/Corporate Governance Committee will assist the Board in an annual self evaluation to determine whether the Board and its committees are functioning effectively.
These Corporate Governance Standards are the policy of the Company and have been adopted and approved by the Board of Directors.
Compliance with these standards and Policy are an on going condition to remain a Director or to seek reelection.
I have read, understand and will comply with the Corporate Governance Standards and Policies that are set forth herein.
/s/ Robert J. Burke
/s/ Kenneth T. Neilson
/s/ Donald P. Calcagnini
/s/ Charles F.X. Poggi
/s/ Joan David
/s/ David A. Rosow
/s/ Brian Flynn
/s/ John H. Tatigian
/s/ Bryant D. Malcolm
/s/ W. Peter McBride