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Baylake Bank/Baylake Corp
PERSONNEL AND COMPENSATION COMMITTEE CHARTER
I. Purpose
There shall be a committee of the Board of
Directors of Baylake Bank/Baylake Corporation (the “Company”) to
be known as the Personnel and Compensation Committee (the
“Committee”). The role of the Committee is to provide assistance
to the Company’s Board of Directors in fulfilling its (the
“Board”) responsibilities to review and approve personnel
policies, salaries and benefits, incentive compensation and
management succession planning.
II. Organization
The Committee shall be appointed by the
Baylake Bank Board and shall consist of at least three
independent directors who shall serve until their successors are
duly elected and qualified. Unless a Chair is elected by the
full Board, the members of the Committee may designate a Chair
by majority vote of the full Committee membership. The Chief
Executive Officer (CEO), Senior Vice President of Human
Resources, and the Chief Financial Officer shall be non-voting
ex-officio members.
In determining whether any director is
independent, the Board shall take into consideration the
requirements of the principal exchange or system on which any
class of the Company’s stock is traded. By way of example, and
not limitation, directors who are affiliates of the Company, or
officers or employees of the Company and/or any of its
subsidiaries, will not be considered independent.
The CEO shall be excused when
the Committee discusses and votes on any items pertaining to the
CEO, except the Committee is free to question the CEO in this
regard before excusing the CEO.
III. Structure and
Meetings
The Committee shall meet at
least twice annually, or more frequently as circumstances dictate.
The Chair of the Committee, the CEO, or the Senior Vice President of
Human Resources will call meetings when they are appropriate. The
Chair of the Committee will preside at each meeting. The Chair of
the Committee is empowered to hold executive sessions. The agenda of
each meeting will be prepared by the Senior Vice President of Human
Resources (with input from the Committee Chair and other members of
the Committee, as well as the CEO). Members of the Committee may
participate in a meeting of the Committee by conference call. The
Committee may also take action by written consent. The Committee
will keep written minutes of all meetings and make them available to
the Board at their next regular meetings.
IV. Responsibilities
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
are not intended to limit the scope of activities of the
Committee. The Committee shall have the following authority and
responsibilities subject to Board review and approval:
-
Assist in defining
and maintaining an executive compensation policy that
creates a direct relationship between pay levels, corporate
performance and return to shareholders. The Committee shall
monitor the results of such to assure that the compensation
payable to Baylake Bank’s Senior Management and all other
Executive Officers provides overall competitive pay levels,
rewards superior performance and is justified by the returns
available to shareholders.
-
Establish annual
subjective and objective criteria to serve as the basis for
the CEO’s compensation. The Board Co-Chairs and Committee
Chair will perform the CEO’s annual performance evaluation
in light of established criteria. The Co-Chairs will present
the evaluation report to the Committee and the Committee
shall determine the CEO’s compensation and recommend
approval to the full Board.
-
Assist in
establishing, along with the CEO, annual subjective and
objective criteria to serve as the basis for the other
executive officers’ compensation, evaluate the other
executive officers’ performance in light of established
criteria and determine the other executive officers’
compensation based on that evaluation.
-
Be responsible for
reviewing and approving personnel compensation and benefit
plans, which may include amendments to existing plans, cash
and equity based incentive plans, and non-qualified deferred
compensation plans.
-
Approve grants of
stock options, restricted stock, performance share, stock
appreciation rights and other equity based incentives to the
extent provided under Baylake Bank’s Long Term Equity Plan.
-
Make recommendations
to the Board regarding CEO, Senior Management and all other
executive officers compensation and benefits.
-
Review and discuss
with management the Compensation Discussion and Analysis
required by Securities and Exchange Commission Regulation
S-K, Item 402. Based on such review, discussion, and legal
requirements, the Committee shall determine whether to
recommend to the Board that the Compensation Discussion and
Analysis be included in Baylake Corp.’s annual report or
proxy statement for the annual meeting of shareholders.
-
The Committee shall
review the succession planning process that includes the
evaluation (and recommendation to the Board) of successors
to the CEO, with emphasis in continuing management team
availability and orderly succession to the CEO position. The
succession plan also includes succession plans for executive
officers and other key positions and should be considered at
least annually by the Committee and then reviewed by the
Board.
V. Committee Resources
In discharging its
responsibilities, the Committee shall have full access to any
relevant records of the Company and have the authority to obtain
advice and seek assistance from internal or e xternal
legal or other advisors (such as consultants).
Revised 03/02/11
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