BERKSHIRE HILLS BANCORP, INC. Berkshire Hills Bancorp, Inc. Corporate Governance Policy
Policy Statement
This Policy applies to Berkshire Hills Bancorp, Inc., and all of its direct and indirect subsidiaries, (collectively, the "Company"). This policy is to ensure that the Board of Directors exercises their powers and authority in the best interests of the Company and its Stockholders.
This policy describes the duties, responsibilities, composition and operation of the Board of Directors.
Table of Contents | |
Executive Sessions of Independent Directors ............................................................................................................................................ | 5 |
Succession Planning .................................................................................................................................................................................. | 5 |
Board Access to Management.................................................................................................................................................................... | 5 |
Board Materials Distributed in Advance.................................................................................................................................................... | 5 |
Evaluation .................................................................................................................................................................................................. | 5 |
Share Ownership of Directors.................................................................................................................................................................... | 6 |
Director Compensation Review ................................................................................................................................................................. | 6 |
Board Interaction with Third Persons ........................................................................................................................................................ | 6 |
Periodic Review ......................................................................................................................................................................................... | 6 |
Orientation of New Directors and Continuing Education .......................................................................................................................... | 6 |
Duties and Responsibilities of the Board of Directors and Each Director
The Board of Directors (the "Board") of Berkshire Hills Bancorp, Inc. (the "Company") is responsible for promoting and acting in the best interests of all stockholders of the Company. The Board is the ultimate decision-making body of the Company except with respect to those matters reserved to stockholders. The business and affairs of the Company are managed by its officers under the direction of the Board.
Each director owes fiduciary duties of loyalty and care to the Company. The duty of loyalty requires directors to exercise their powers in the interests of the Company and not in the directors' own interest or in the interest of another person (including a family member) or organization. The duty of care requires that directors exercise the care that a person in a like position would exercise under the circumstances.
Composition of the Board; Board Operation
The Board believes that ten to fifteen is currently an appropriate number of directors, but that a smaller or larger Board may be appropriate at any given time, depending on the ability of the Board to successfully carry out its responsibilities for oversight of the Company in an efficient and productive manner in light of the Company's current business circumstances. The Board will periodically review the size and composition of the Board and the diversity of the skill sets and experience of its members.
Board Membership Criteria and Nomination
Membership criteria shall be provided by the Corporate Governance/Nominating Committee, after consultation with the Board. The criteria should take into consideration the restrictions set forth in the Bylaws, which include a requirement that
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Berkshire Hills Bancorp, Inc. Corporate Governance Policy
the candidate shall not have been subject to certain criminal or regulatory actions, as well as the judgment, integrity, diversity, skills, experience and independence of all potential nominees and other relevant factors.
The Corporate Governance/Nominating Committee, in conjunction with the Chairman of the Board or Lead Independent Director, as applicable, is also responsible for assessing all director candidates and will recommend to the Board individuals to fill a vacancy or to be nominated to stand for election at the Company's next annual meeting. The Corporate Governance/Nominating Committee will consider candidates proposed or suggested by Board members, management and shareholders pursuant to prescribed policies. The Committee minutes of the meeting in which the recommended candidate is first discussed will reflect the source of the recommendation. In the nominee evaluation process, the Committee and the Board shall take into account such factors as they deem relevant, including, without limitation, the diversity of the skill sets and experience of all potential nominees and other attributes outlined in the policies and membership criteria the Board may adopt from time to time.
All current Board members and all candidates for nomination to be appointed to the Board must complete required documentation, including internal Board questionnaires and Regulation O disclosures, prior to (i) being included as nominees for re-election to the Board in the annual proxy statement, or (ii) being considered by the Corporate Governance/Nominating Committee for nomination to be appointed to the Board, as the case may be.
Invitation to Join Board
The invitation to join the Board should be extended by the Chairman of the Board, on behalf of the entire Board.
Mix of Inside and Outside Directors
In no event will the Board consist of less than a majority of independent directors. The definition of "independent director" shall conform to the definition contained in the qualitative listing requirements for The New York Stock Exchange issuers and in any applicable Securities and Exchange Commission rules and regulations.
Board Renewal
As of January 1, 2020, the Board has adopted age and service time limits governing the maximum length of Directors' tenures on the Board. Effective for all Board members appointed or elected to the Board for the first time on or after January 1, 2019, their eligibility to stand for re-election and to continue to serve shall terminate as of the date of the Company's next annual meeting of shareholders after their 75th birthday or the completion of their 12th year of service, whichever occurs earlier. For Directors serving before January 1, 2019, who have surpassed or are approaching either or both of these age and service time limits, they shall be expected to retire from the Board or decline annual re-election by no later than the 2022 annual meeting of shareholders; provided, however, that the Chairman of the Board and the Corporate Governance/Nominating Committee shall work with any such Board members approaching mandatory retirement to ensure that timing issues are given due consideration and an appropriate transition and renewal of the Board occurs. In addition, the Board has agreed that the effect of these service limits shall not apply to the current Chairman of the Board who was elected to that position as of December 1, 2019, or to any non-independent member of the Board who also serves as an officer of the Company.
Resignation
Any director may resign at any time by providing written notice of such resignation to the home office of the Corporation addressed to the Chairman of the Board. Unless otherwise specified in the letter of resignation, such resignation shall take effect upon receipt by the Chairman of the Board and acceptance by the Board following the review and recommendation of acceptance by the Corporate Governance/Nominating Committee.
Solely in the case of an uncontested election of directors, if a director is elected by a plurality but not a majority of the votes cast for such director, such director must submit their resignation to the Board, which will then be subject to review by the Corporate Governance/Nominating Committee of the Board . The Corporate Governance/Nominating Committee will then make a recommendation to the Board as to whether to accept or reject the director's resignation. All of the
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members of the Corporate Governance/Nominating Committee that participate in the review of the director's resignation letter must satisfy the requirements of The New York Stock Exchange and the Securities and Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, pertaining to independence for such Committee. In the event that the director submitting their resignation is a member of the Corporate Governance/Nominating Committee, that director shall not participate in the Committee's review of the proposed resignation and, furthermore, that director shall recuse himself or herself from all discussions and determinations of the Board regarding the matter. For the purposes of this section, an "uncontested election" shall mean that the nominees for election were selected by the Corporate Governance/Nominating Committee and not by any stockholder or outside party.
Each Board member shall sign a written acknowledgement of this policy regarding the submission of a resignation letter where the director has been elected by a plurality but not by a majority of the votes cast in an uncontested election of directors.
In a contested election of directors, directors will be elected by a plurality of the votes cast. A director standing for election in a contested election is not required to submit a resignation letter to the Board in the event that a majority of the votes cast is not obtained.
Board Agenda
The Chief Executive Officer, in consultation with the Chairman of the Board and/or the Lead Independent Director, if applicable, sets the agenda for Board meetings with the understanding that certain items necessary for appropriate Board oversight, such as annual budgets and long range plans, must appear periodically on the agenda. Board members may suggest that particular items be placed on the agenda.
Board Minutes
The Secretary to the Board, or another designated person, keeps accurate records and minutes of each meeting of the Board. Board minutes are prepared and distributed to each Board member in advance of the next Board meeting for approval at such meeting.
Frequency of Meetings
The Board shall have seven or more regularly scheduled meetings per year. In addition, special meetings may be called from time to time as determined by the needs of the business. It is the responsibility of the directors to attend meetings.
Corporate Strategy
From time to time, the Board shall devote an extended portion of a meeting to a review of the Company's long-term strategic and business plans. The Board shall work with Management on the development and adoption of strategic initiatives and plans for the Company and shall have oversight responsibility for Management's implementation thereof. The Board may, from time to time in its discretion, retain, consult with or seek advice from, or may direct or encourage Management to retain, consult with or seek advice from, outside experts, advisors, consultants or attorneys with expertise in areas such as, but not limited to, investment banking and financial advisory services, expense control, efficiency and profitability enhancement, executive and board member development and education, corporate communications, and legal, reputational, compliance and operational risk mitigation, to help develop and effectuate the Company's long-term strategic and business plans.
Selection of President and Chief Executive Officer
The Board is free to make the selections of the President and Chief Executive Officer of the Company in the manner and upon the criteria that the Board deems appropriate at the time of the selection in accordance with the provisions of the Company's Bylaws.
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Berkshire Hills Bancorp, Inc. Corporate Governance Policy
Selection of Chairman of the Board of Directors
The Board is free to make the selection of the Chairman of the Board of the Company in the manner and upon the criteria that the Board deems appropriate at the time of the selection. Where the Board elects a Chairman of the Board who is currently serving as an executive officer of the Company or would not otherwise qualify as an independent director under NYSE listing rules, the Board shall also elect a Lead Independent Director to preside over executive sessions of the independent directors and serve as a liaison between the independent directors of the Board and the Chairman of the Board. Where the Board elects a Chairman of the Board who is not currently serving as an executive officer of the Company and would qualify as an independent director under NYSE listing rules, the Board is not required to also elect a Lead Independent Director and the Chairman of the Board or the Chairman's designees shall preside over executive sessions of the independent directors.
Selection of Lead Independent Director
Where the Board has elected an executive officer of the Company or a non-independent director to serve as Chairman, the Board shall also elect a Lead Independent Director to chair executive sessions of the Board and to serve as a liaison between the independent directors of the Board and the Chairman of the Board.
Committees
Number and Structure
The Board has six standing committees: Audit; Compensation; Corporate Governance/Nominating; Compliance and Regulatory; Corporate Responsibility and Culture; and Risk Management and Capital. The Audit, Compensation, and Corporate Governance/Nominating Committees shall consist solely of independent directors. The Company may also utilize committees consisting of Board members and officers for the purpose of advising the Board on various operational matters.
Charters
Each committee will have a charter, which shall be approved by the Board. The charters will set forth the purposes, meetings, responsibilities, and authorities of the committees.
Assignment of Committee Members
The Corporate Governance/Nominating Committee, along with the Chairman of the Board and/or the Lead Independent Director, if applicable, is responsible for making recommendations from time to time to the Board as to which directors should be members and chairpersons of the standing committees. Members and chairpersons of each standing committee are selected by the Board. The Board does not have a firm policy mandating rotation of committee assignments since special knowledge or experience may mitigate in favor of a particular director serving for an extended period on one committee. However, the members and chairpersons of all standing committees may be rotated from time to time, as the Board may determine in order to promote its ability to successfully carry out its responsibilities for oversight of the Company.
Frequency and Length of Committee Meetings
The Chairman of each committee, in consultation with committee members, will determine the frequency and length of committee meetings.
Committee Agenda
The Chairman of the committee, in consultation with appropriate members of management, will develop the committee's agenda. Each Board member may recommend agenda items for any committee meeting.
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Berkshire Hills Bancorp Inc. published this content on 10 December 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 08 January 2021 17:37:06 UTC
