| Corporate Governance Policies |
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Size of the Board: In determining the size of the Board, the Board of Directors will consider the level of work required from each director, including the requirement that certain Committees be composed entirely of independent directors.
Director Criteria: Independent directors will comprise at least two-thirds of the members of the Board.
Independent Director:
In order for a director to qualify as an “independent director,” the Board must affirmatively determine that the director has no material relationship with Capital Banker (either as a partner, stockholder or officer of an organization that has a relationship with Capital Banker) that would preclude that nominee from being an independent director. For the purpose of such determination, an "independent director" is a director who:
- Has not been employed by Capital Banker within the last five years;
- Has not been an employee or affiliate of any present or former internal or external auditor of Capital Banker within the last three years;
- Has not received more than $60,000 in direct compensation from Capital Banker, other than director and committee fees, during the current fiscal year or any of the last three completed fiscal years;
- Has not been an executive officer or employee of a company that made payments to, or received payments from, Capital Banker for property or services in an amount exceeding the greater of $1 million or 2 percent of such other company’s consolidated gross revenues during the current fiscal year or any of the last three completed fiscal years;
- Has not been employed by a company of which an executive officer of Capital Banker has been a director within the last three years;
- Is not affiliated with a not-for-profit entity that received contributions from Capital Banker exceeding the greater of $1 million or 2 percent of such charitable organization’s consolidated gross revenues during the current fiscal year or any of the last three completed fiscal years;
- Has not had any of the relationships described above with an affiliate of Capital Banker; and
- Is not a member of the immediate family of any person described above. An “immediate family member” includes a person’s spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law and anyone (other than domestic employees) who shares such person’s home.
Tenure: Each director will be elected for a term of one year.
Retirement: No person 75 or older will be elected a director, unless as to such person such requirement is unanimously waived by the members of the Nominating and Corporate Governance Committee and such Committee’s action is ratified and approved by a majority of the disinterested directors on the Board of Directors.
Board Memberships: No director of Capital Banker will hold more than four "for-prof" |