12 C.F.R. § 611.325 Bank and association nominating committees.
Title 12 - Banks and Banking
Nominating committees must conduct themselves in the impartial manner prescribed by the policies and procedures adopted by their institution under §611.320. (a) Composition. The voting stockholders of each bank and association must elect a nominating committee of no fewer than three members. No individual may serve on a nominating committee who, at the time of selection to or during service on a nominating committee, is an employee, director, or agent of that bank or association. A nominating committee member may not be a candidate for election to the board in the same election for which the committee is identifying nominees. (b) Responsibilities. It is the responsibility of each nominating committee to identify, evaluate, and nominate candidates for stockholder election to a bank or association board of directors. (1) Each nominating committee must nominate individuals whom the committee determines meet the eligibility requirements to run for director positions. The committee must endeavor to assure representation from all areas of the institution's territory and as nearly as possible all types of agriculture practiced within the territory. (2) The nominating committee must evaluate the qualifications of the director candidates. The evaluation process must consider whether there are any known obstacles preventing a candidate from performing the duties of the position. (3) Each committee must nominate at least two candidates for each director position being voted on by stockholders. If two nominees cannot be identified, the nominating committee must provide written explanation to the existing board of the efforts to locate candidates or the reasons for disqualifying any other candidate that resulted in fewer than two nominees. (c) Resources. Each bank and association must provide its nominating committee reasonable access to administrative resources in order for the committee to perform its duties. Banks and associations must, at a minimum, provide their nominating committees with a current list of stockholders, the most recent bylaws, the current director qualifications policy, and a copy of the policies and procedures that the bank or the association has adopted pursuant to §611.320(a) assuring impartial elections. On the request of the nominating committee, the institution must also provide a summary of the current board self-evaluation. The bank or association may require a pledge of confidentiality by committee members prior to releasing evaluation documents. [71 FR 5762, Feb. 2, 2006] Effective Date Note: At 71 FR 5762, Feb. 2, 2006, and 71 FR 18168, Apr. 11, 2006, §611.325 was added, effective Apr. 5, 2007.
Title 12: Banks and Banking
PART 611—ORGANIZATION
Subpart C—Election of Directors and Other Voting Procedures
§ 611.325 Bank and association nominating committees.
