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
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
• 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
• 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
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.
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
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.
With respect to each person
proposed to be nominated, the Committee shall be provided with the
• 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
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
• 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.