I. Purpose
The Nominating and Corporate Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of Gouverneur Bancorp, Inc. (the “Corporation”) shall act on behalf of the Board in the best interests of the Corporation and its shareholders with regard to (i) the selection of the director nominees, including for the next annual meeting of shareholders, and (ii) providing guidance on the oversight of the board and corporate governance issues, including recommending to the Board corporate governance guidelines applicable to the Corporation.
II. Composition; Meetings and Procedures
Members of the Committee are appointed by and serve at the pleasure of the Board of Directors. A minimum of three (3) members shall serve on the Committee. The Board of Directors shall appoint the Committee and its Chair. Members of the Committee shall meet the independence requirement as may be proscribed under federal securities laws. Each member shall be free from any relationship that, in the opinion of the Board, would interfere with the exercise of His/Her independent judgment as a member of the Committee.
The Committee shall meet as frequently as the Committee or the Board deems necessary. The Committee Chair or a majority of its members may call a meeting of the Committee in addition to any regularly scheduled meeting.
The Committee shall maintain minutes of its meetings and periodically report to the Board on significant actions it has taken.
A quorum shall exist when more than 50% of the members, but no less than two are present.
Members of the Committee shall be nominated by the Board Chairman and appointed or removed by the Board.
In discharging its responsibilities, the Committee shall have sole authority to, as it deems appropriate, select, retain and/or replace, as needed, search firms used to identify director candidates and other outside advisors.
III. Responsibilities and Duties
The Governance Committee should be responsible for proposing qualified candidates to serve on the Board of Directors, and reviews with the Board special director qualifications, taking into account the composition and skills of the entire Board and specifically ensuring a sufficient number of the members of the Board are financially literate. The Governance Committee will consider nominees as recommended and will give appropriate consideration in the same manner as given to other nominees. Director nominees for election may be submitted in writing to the Governance Committee of the Board of Directors. The notice must contain:
A. the name of the nominator; and
B. a description of all arrangements or understandings between the nominator giving the notice and any other person or persons (including their names) in connection with the nomination.
The Board should take reasonable steps to ensure that a diverse group of qualified candidates are in the pool from which the nominees for the Board are chosen. The Governance Committee may, at its discretion, seek third-party resources to assist in the process and will make final director candidate recommendations to the Board. The basic qualification, which are identified in our Corporate Governance Guidelines that the Governance Committee looks for in a Director, are:
- Independence
- Integrity and Accountability
- Informed Judgment
- Peer Respect
- High-Performance Standards
- Passion for the Bank’s Performance
- Creativity
C. in addition, the Committee shall:
(i) establish, and periodically re-evaluate for effectiveness, a policy by which shareholders may recommend director candidates, including procedures to be followed in submitting any such recommendations;
(ii) establish and periodically re-evaluate criteria for Board membership and selection of new directors; and determine as necessary the portfolio of skills, experience, willingness to make the required time commitment, perspective, and background required for the effective functioning of the Board;
(iii) have sole authority to retain and terminate any search firm to be used to identify candidates, including the authority to approve the search firm’s fees and other retention terms;
(iv) determine, acting through the Committee Chair, the effect of a director’s change in circumstances and, if appropriate, recommend to the Board whether to accept a tendered resignation from such director or recommend his or her removal, if appropriate;
(v) monitor the orientation and training needs of directors and recommended action to the Board, individual directors and management, where appropriate;
(vi) annually review and, if appropriate, recommend changes to the Bylaws or to the Corporation’s corporate governance guidelines to ensure effective corporate governance; and
(vii) perform any other activities consistent with this Charter, the Corporation’s Bylaws or governing law, as the Board shall specifically delegate to the Committee.
Following election to the Board, the Corporate Governance Guidelines provide for:
- mandatory retirement occurs at the annual meeting of the Corporation immediately following a director’s 75th birthday
- prompt notification to the Chairman of the Board and Chairman of the Governance Committee upon the acceptance of a directorship of any other company.
IV. Governance Oversite
The Governance Committee should also play a leadership role in the Board corporate governance. It should undertake an annual corporate governance self-assessment consisting of a thorough review of the Bank’s corporate governance practices. The Governance Committee should review the Bank’s practices and practices followed by other companies. The goal is to maintain a corporated governance framework for the Bank that is effective and functional and that fully addresses the interests of the Bank’s stockholders. The Governance Committee determines whether or not the Bank is operating under a corporate governance best practice. The Governance Committee may from time to time recommend enhanced corporate governance standards to the Board.
The Board votes to approve these standards, which are reflected in:
A. the Corporate Governance Guidelines;
B. the charters for each of the Board’s Committees; and
C. an expanded Code of Business Conduct and Ethics for all Directors, officers, and employees.
The standards reflected in these documents implement and strengthen the Bank’s corporate governance practices. These documents and others related to corporate governance will be available on the Bank's website.
The Governance Committee should require an annual evaluation of the effectiveness of the Board and its Committees and an annual self-assessment of the performance and effectiveness by each member of the Board.
With the Bank’s fundamental corporate governance practices in place and annually evaluated, the Governance Committee will be prepared to respond quickly to new regulatory requirements and emerging best practices. The Governance Committee will continue the self-assessment process and its work will be updated periodically to ensure the Bank maintains its position at the forefront of corporate governance best practices.
