First Citizens Bancshares, Inc.
The Committee is appointed to discharge the Board's responsibilities relating to Compensation of the Corporation's executive officers. The Committee has overall responsibility for evaluating and approving the executive officers benefits, bonus, incentive compensation, severance, equity-based or other compensation plans, policies and programs of the Corporation.
Additionally, the Committee's purpose is to assist the Board in promoting the best interests of the Corporations and its shareholders through the implementation of sound corporate governance principles and practices. The Committee will accomplish this by (i) assisting the Board in identifying individuals qualified to become directors and recommending to the Board nominees for the next annual meeting of shareholders; (ii) reviewing the qualifications and independence of the members of the Board and its various committees on a periodic basis and making any recommendations the Members may deem appropriate from time to time concerning any recommended changes in the composition of the Board and its committees; (iii) recommending to the Board the Corporate Governance Guidelines and standards regarding the independence of outside directors applicable to the Corporation and reviewing such guidelines and standards and the provisions of this Charter on a periodic basis to confirm that such guidelines, standards and this Charter remain consistent with sound corporate governance practices and with any legal or regulatory requirements and any recommendations of the federal banking regulators regarding general best corporate governance practices; (iv) monitoring the Board's and the Corporation's compliance with any commitments made to the Corporation's regulators or otherwise regarding changes in corporate governance practices; and (v) leading the Board in its annual review of the Board's performance.
The Committee shall have the following authority, to the extent it deems necessary or appropriate to discharge its duties and responsibilities:
The membership of the Committee shall be as follows:
The Committee will meet at least [two] times annually, and more frequently if circumstances dictate. The Committee should meet at least annually with the executive officers of the Corporation and other members of management in separate executive sessions to discuss compensatory, performance and any other matters that the Committee or any of these persons believe should be discussed privately. The Committee may set its own rules of procedure and may delegate authority to subcommittees of the Members. The Committee shall keep minutes of its actions.
Nominations and Corporate Governance Matters