VALLEY NATIONAL BANCORP AND VALLEY NATIONAL BANK
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER
(as approved by the Board of Directors January 24, 2017)
The Nominating and Corporate Governance Committee (the "Committee") of Valley National Bancorp (the "Company") is appointed by the Board of Directors of the Company (the "Board"):
- to assist the Board by identifying individuals qualified to become Board members, and to recommend to the Board, consistent with the criteria set forth in the Corporate Governance Guidelines, the director nominees for the next annual meeting of shareholders and director nominees to fill any vacancies between annual meetings;
- to develop and recommend to the Board the Corporate Governance Guidelines applicable to the Company;
- to lead the Board in its review of CEO succession, and its annual review of the Board's and management's performance, recognizing that the Board has delegated the responsibility for the evaluation and reporting of management's performance to the Compensation and Human Resources Committee;
- to recommend to the Board the appropriate Board committee structure and the director nominees for each committee;
- to review and revise as necessary the Company's Code of Ethics and Conduct; and
- to review and evaluate related party transactions as specified in the Related Party Transaction Policy of the Company.
This Committee also serves as the Nominating and Corporate Governance Committee of Valley National Bank and its subsidiaries.
The Committee shall consist of no fewer than five members. The members of Committee shall meet the independence requirements of the New York Stock Exchange.
The members of the Committee shall be appointed and replaced by the Board.
Committee Authority and Responsibilities
- The Committee shall have the sole authority to retain and terminate any search firm to be used to identify director candidates and shall have sole authority to approve the search firm's fees and other retention terms. The Committee shall also have the authority to obtain advice and assistance from internal or external legal, accounting or other advisors without the requirement to consult management.
- The Committee shall actively seek and identify individuals qualified to become Board members for recommendation to the Board when vacancies occur in the Board.
- The Committee shall receive comments from all directors and report annually to the Board with an assessment of the Board's performance, to be discussed with the full Board.
- The Committee shall review and reassess the adequacy of the Corporate Governance Guidelines of the Company and recommend any changes to the Board for approval.
- The Committee may form and delegate authority to subcommittees when appropriate.
- The Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.
- The Committee shall annually evaluate its own performance.
- Following a review and evaluation of a related party transaction, the Committee will determine whether the transaction should be continued or eliminated.
The Committee shall meet four times per year, normally in September, October, January and March, and more frequently, as needed.
Quorum and Committee Action
A meeting may only be held when a quorum is present. A quorum is present when a majority of the Committee members are present.
Action by the Committee requires the affirmative vote of a majority of Committee members present at a meeting. Action may also be taken by unanimous written consent of the Committee members.
The Committee shall take and keep minutes and make regular reports to the Board on the Committee's actions and activities since the last report.
Changes to this charter must be approved by the Committee for recommendation to the Board and become effective when approved by the Board of Directors.