Baylake Bank > Baylake Corp. > Corporate Governance

EXECUTIVE COMMITTEE CHARTER
Baylake Bank/Baylake Corp

Executive Committee Purpose

The primary purpose of the Executive Committee is to act on behalf of the Boards of Directors when practicality and expediency dictate. All actions are reviewable by the Boards and subject to modification and change, through Board review of Executive Committee minutes that are to be submitted at the regular Board meetings that follow the Committee meeting(s).

The Committee’s primary responsibilities are to:

• Review and approve operating and capital expenditure budgets.

• Review the financial statements and other management information, including tax issues, that it deems appropriate, and take any actions required in relation thereto.

• Review and approve investment activities and funding.

• Review and approve marketing and sales programs.

• Review strategic plans and the strategic focus of management.

• Review and approve operations and technology plans, policies, and effectiveness.

• If required by practicality or expedience, The Executive Committee can act on behalf of the Personnel and Compensation Committee, the Asset Management Committee, and the Audit, Legal, and Compliance Committee, unless good corporate governance or regulation would dictate otherwise.

• Review and approve expansion, acquisition, or merger plans, and make recommendations in regard thereto if these plans are deemed to be of a significance that should require full Board approval.

Executive Committee Membership

The Executive Committee shall consist of the Board Chair, the Chief Executive Officer, and at least three independent directors.

Executive Committee Meetings

The Executive Committee shall meet at least monthly, and may meet more often at the call of the Board Chair or Chief Executive Officer to carry out the responsibilities outlined in this Charter.

Other

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

The Executive Committee shall maintain minutes of its meetings and make them available to the full Boards of Directors at the Boards’ next regular meeting. All matters are subject to review and approval of the Boards of Directors, as they deem necessary and appropriate.

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