Baylake Bank > Baylake Corp. > Corporate Governance

Director’s Wealth Services Committee
Charter
Baylake Bank/Baylake Corp.

Director’s Wealth Services Committee Purpose

The primary purpose of the Director’s Wealth Services Committee (“DWSC”) is to act on behalf of the Board of Directors in supervising the operations of the Asset Management & Trust Division to ensure proper exercise of the fiduciary powers of the bank, and to review the activities of the various departments: Asset Management & Trust Division, Baylake Investments, and Baylake Insurance Agency.

Committee Membership

The Director’s Wealth Services Committee shall consist of at least four directors as determined by the Board of Directors. The Chief Executive Officer and Executive Vice President of Baylake Bank shall serve as ex-officio members of the DWSC with voting rights.

Committee Meetings

The Director’s Wealth Services Committee shall hold regular meetings as may be necessary, generally on a bi-monthly basis. The Committee shall maintain minutes of its meetings, and shall submit its minutes to the full Board of Directors at its next regular meeting following the Committee meeting.

Committee Responsibilities and Duties

The DWSC’s primary responsibilities are to:

• Provide oversight to the organization and administration of the Asset Management & Trust Division, which includes review and approving changes to department and investment management policies.

• Review any compliance and risk management issues confronting the Asset Management & Trust Division.

• Review investment and management functions including committee minutes, actions taken in accordance with the investment policy, and delegation of any functions.

• Review changes in laws and regulations, as well as bank examiners’ and auditors’ reports, and any litigation involving the Asset Management & Trust Division.

• Review: all Trust Committee minutes, account review summaries, discretionary distributions, new trust services, new business programs, new and closed trust accounts, and fee concessions.

• Review financial information for each department, including the balance sheet detail report and income statement.

• Conduct such other reviews and approvals as required by each department’s Policy and Procedures, and such other activities consistent with this charter, or as the Board of Directors deems appropriate.

April, 2012