As required by law, the Board of Directors hereby delegates to the Nominating and Compensation Committee (the “Committee”), in its capacity as a committee of the Board of Directors (the “Board”) of Yadkin Valley Financial Corporation (the “Company”), the dual roles of: (i) identifying individuals qualified to become Board members and selecting the director nominees for the next annual meeting of the shareholders; and (ii) sole authority to determine the compensation of the executive officers of the Company, and providing oversight to the employee benefit plans for the Company and its subsidiaries. The Committee oversees all material aspects of the Company's Board nominations process and compensation policies, except those specifically related to the responsibilities of another standing committee of the Board. It may also have such other duties as may from time to time be assigned to it by the Board.
The membership of the Committee shall consist of at least three directors, who are each free of any relationship that, in the opinion of the Board, may interfere with such member’s individual exercise of independent judgment. The members of the Committee shall meet the independence requirements of The Nasdaq Stock Market, Inc. The Committee shall maintain free and open communication with Company management. The Committee may retain outside counsel and other advisors as it determines necessary to carry out its duties. The Committee shall have sole authority to approve related fees and retention terms.
One member of the Committee shall be appointed as chair. The chair shall be responsible for leadership of the Committee, including scheduling and presiding over meetings, preparing agendas, and making regular reports to the Board. The chair will also maintain regular liaison with Company management. The Committee shall meet at least twice a year, or more frequently as the Committee considers necessary.
While the Committee and the Board may wish to consider other duties from time to time, the general recurring activities of the Committee in carrying out its oversight role are described below. The duties specified below are not intended to limit the scope of activities of the Committee. The Committee shall have the following authority and responsibilities:
The Committee shall have the authority to delegate any of its responsibilities to subcommittees as the Committee may deem appropriate in its sole discretion.
The Committee shall maintain minutes of the meetings and 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.
Director Qualifications and Criteria for Evaluation of Director Candidates
The Committee has the responsibility and authority to recommend to the Board qualifications for nominees to the Board and the criteria and procedures for the evaluation of candidates for nomination to the Board. These guidelines have been recommended by the Committee and approved by the Board.
Directors of the Company should possess, at a minimum, the following qualities:
(i) The highest ethics, integrity, and values;
(ii) An outstanding personal and professional reputation;
(iii) Professional experience that adds to the mix of the Board as a whole;
(iv) The ability to exercise sound independent business judgment;
(v) Freedom from conflicts of interest;
(vi) Demonstrated leadership skills;
(vii) The willingness and ability to devote the time necessary to perform the duties and responsibilities of a director; and
(viii) Relevant expertise and experience, and the ability to offer advice and guidance to the chief executive officer based on that expertise and experience.
In evaluating director candidates, the Committee should consider an appropriate balance of experience, skills, and background and should apply the criteria that it deems appropriate, including the following:
(i) Whether the candidate possesses the qualities described above;
(ii) Whether the candidate possesses significant contacts within the Company’s market area and the ability to generate additional business for the Company;
(iii) Whether the candidate qualifies as an independent director under the Company’s guidelines;
(iv) The extent to which the candidate contributes to the diversity of the Board in terms of background, specialized experience, age, and race;
(v) The candidate’s management experience in complex organizations and experience in dealing with complex business problems;
(vi) The candidate’s other commitments, such as employment and other board positions;
(vii) Whether the candidate would qualify under the Company’s guidelines for membership on the Audit Committee or the Committee; and
(viii) Whether the candidate complies with any minimum qualifications or restrictions set forth in the Company’s bylaws.
The Committee will consider written proposals from shareholders for director candidates. Any such proposal must be submitted to the Committee in a manner that complies with the provisions of the Company’s bylaws for submission of shareholder proposals.
In evaluating any candidates that are proposed by shareholders, the Committee will follow the same process and apply the same criteria as it does for candidates identified by the Committee or the Board.