Baylake Bank > Baylake Corp. > Corporate Governance

PERSONNEL AND COMPENSATION COMMITTEE CHARTER
Baylake Bank/Baylake Corp

Personnel and Compensation Committee Purpose

The purpose of the Personnel and Compensation Committee (Committee) is to approve personnel policies and programs, provide a competitive pay package for Baylake employees, and to review management’s ability to control personnel costs, the second highest expense category for Baylake.

The Committee’s primary duties and responsibilities are to:

• Review the grading system for non-exempt personnel – surveys may be used.

• Review grades for exempt personnel – surveys may be used.

• Review proposed officer and exempt personnel salaries, including the agenda items, and make recommendations to the Boards of Directors (Boards) –surveys may be used.

• Review the estimated wage and salary increases for each division and for the Corporations.

• Review the salary and benefit package for the Chief Executive Officer (CEO), the CEO being excused for this review.

• Review the benefit package, including items in the standard meeting agendas, and make recommendations to the Boards.

• Review special bonus requests and make recommendations to the Boards.

• Review deferred compensation and retirement benefits for the CEO, in the absence of the CEO, and make recommendations to the Boards.

• Review compliance and legal issues relating to personnel.

• Review management proposed personnel policies and make recommendations to the Boards.

Committee Membership

The membership of the Committee shall include at least 3 independent directors. The CEO, Senior Vice President-Human Resources, and the Chief Financial Officer shall be non-voting ex-officio members. 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. The Chair of the Committee is empowered to hold executive sessions.

Committee Meetings

The Committee shall meet at least twice annually. The Chair of the Committee, the CEO, or the Senior Vice President-Human Resources shall call meetings when they are appropriate.

Other

The Committee shall maintain minutes of its meetings and make them available to the Boards at their next regular meetings. All matters are subject to review of the Boards.  The Committee, along with the Boards, shall review and assess the adequacy of this charter at least annually. The Charter shall be submitted to the Boards at their annual meetings.