Baylake Bank > Baylake Corp. > Corporate Governance

NOMINATING COMMITTEE CHARTER
Baylake Bank/Baylake Corp

Nominating Nominating Committee Purpose

The primary purpose of the Nominating Committee of the Boards of Directors is to review candidates for membership on the Corporate Boards of Directors and recommend individuals for nomination to the Boards. This Committee shall also prepare and periodically review with the entire Boards of Directors a list of general criteria for Board nominees.

It shall be the responsibility of the Committee to recommend a successor to the Chief
Executive Officer when that position becomes or is planned to become vacant.

In order to be considered for nomination to an additional term on the Corporate Board of Directors, the Committee shall ensure that the individual continues to meet the criteria established for nominees to the Boards of Directors.

The committee's primary duties and responsibilities are to:

• Review and approve the slate of directors and annual meeting resolutions related thereto.
• Ensure new and continuing directors meet nomination criteria.
• Review and recommend succession planning for executive management.
• Recruit and retain members of the Boards of Directors.
• Assess the attributes new directors should have for the appropriate mix to be
maintained and ensure that prospective candidates are informed of the degree of energy and commitment the company expects of its directors.
• Maintain a database of potential candidates, in consultation with the Board of
Directors and Chief Executive Officer, on an ongoing basis.
• Identify, with as much advance notice as practicable, impending Board vacancies,
so as to allow sufficient time for recruitment and for introduction of nominees to
the Boards.

Nominating Committee Membership

The Boards of Directors recognize the need for a close working relationship of the Boards and the Chief Executive Officer and the need for a degree of the Boards' independence from the Chief Executive Office as part of its oversight responsibilities over the Chief Executive Officer. Therefore, the Nominating Committee shall consist of at least three independent directors, as defined in the ''Board of Directors Charter.., and the Chief Executive Officer. Members serve at the pleasure of The Boards of Directors. The Committee may meet in executive session without the Chief Executive Officer present upon request of a majority of the independent directors. Any action taken in an executive session must be approved by a majority vote of the whole committee.

Nominating Committee Meetings

The Nominating Committee shall meet at least annually to review candidates for nomination to the Boards and meet at such other times during the year as may be necessary to carry out the purposes outlined in this Charter.

Other

The Nominating Committee shall perform any other activities consistent with this Charter, by-laws and governing law, as the Nominating Committee of the Boards of Directors deem necessary or appropriate.

The Nominating Committee shall periodically report to the Boards of Directors on significant results of the foregoing activities. All maters require approval of the Boards of Directors, based upon recommendation of the Committee.

The Nominating Committee, along with the Boards of Directors, shall review and assess the adequacy of this Charter at least annually. The Nominating Committee Charter shall be submitted to the Boards of Directors at their annual meetings.

NOMINATION CRITERIA

With respect to each person proposed to be nominated, the Committee shall be provided with the following information:

• The name, address (business and residential), date of birth, principal occupation or employment (present and for the past five years);

• The number of shares of Baylake Corp. such person beneficially owns (as such term is defined by Section 13(d) of the Securities Exchange Act of 1934, as amended (“the Exchange Act”); and

• Any other information relating to such person that would be required to be disclosed in a definitive proxy statement to shareholders prepared in connection with an election of directors pursuant to Section 14(a) of the Exchange Act.

The Corporations may require any proposed nominee to furnish additional information as may be reasonably required to determine the qualifications of such person to serve as a director of the Corporations. No person shall be eligible for election as a director unless nominated in accordance with the procedures set forth in the by-laws.

Minimally, these criteria should address the level of director attendance, preparedness, participation, and candor.

With each director nomination recommendation, the Committee should consider the mix of director characteristics, experience, diverse prospectives, and skills that is most appropriate for the Corporations.

The Boards maintain an openness to new ideas and a willingness to critically re-examine the status quo.

Minimally, the core competencies should address accounting or finance experience, market familiarity, business or management experience, industry knowledge, customer-base experience or perspective, crisis response, leadership, and/or strategic planning.

Nominees should possess the following characteristics:

• Personal integrity – a pledge based on one’s own personal integrity that represents the Corporations’ commitment to dealing with others in a fair, confidential, and truthful manner.

• Professional excellence – characteristics and behavior, such as respect for others, fair evaluations, and positive regard, that constitute professional excellence as a model for board of directors, executives, and employees to follow.

• Accountability and responsibility – and emphasis on good stewardship, the Corporations’ responsibilities to its constituents, and their responsibilities to the Corporations.

• Conflict of interest, personal gain, and expense reporting – all decisions will be in the best interest of the Corporations. It is a helpful reminder that individuals should evaluate their conduct and their decisions in light of their impact on the Corporations vis-à-vis the public and, more precisely, light of how others might reasonably perceive them. These standards are the essence of any code of ethics, and they constitute core values helping to underscore that the public can place its faith in the Corporations’ basic integrity.

• Fresh intellectual perspective and ideas.

• Knowledge of the banking and finance industry, competitors, and future trends.

The Corporations’ best interests are served by maintaining a diverse and active Board membership with members who are willing, able, and well-situated to provide insight into current business conditions, opportunities, and risks. The “outside” perspectives of the members are key factors in the Corporations’ success;

• It is the current feeling of the Boards that its membership should be maintained at 10 to 15 persons with the flexibility to expand, if required, to support acquisitions or mergers.

• Geographic diversity is desirable and, therefore, membership should consider, in as practical a manner as possible, the markets the corporation serves.

• Industry representation is desirable and, therefore, a mix and balance of manufacturing, service, public, and private companies should be present.

• Expertise in multi-disciplines is desirable. Therefore financial/accounting expertise, sales/marketing expertise, mergers and acquisition expertise, regulatory, manufacturing and production expertise, educational institutions, and public service expertise are all desirable.

• The Boards should consider diversifying its membership racially, ethnically, and through gender representation.

• A majority of the members of the Boards of Directors shall meet the independence requirements of the SEC and NASDAQ.

5/2012