Class A Nominating and Corporate Governance Committee Charter
The Board of Directors of FBL Financial Group, Inc. (the "Company") has constituted and established a Class A Nominating and Corporate Governance Committee (the "Committee") with authority, responsibility, and specific duties as described in the Bylaws and in this Committee Charter.
Composition
The Committee shall consist solely of directors who are independent of management and free from any relationship that, in the opinion of the Board of Directors, as evidenced by its election of such Committee members, would interfere with the exercise of independent judgment as a Committee member. The number of Committee members shall be set by the Board of Directors, but shall be at least three. One of the members shall be nominated by the Chairman of the Board, with the approval of a majority of the directors, to be the chairman of the Committee.
Mission Statement And Principal Functions
The Committee's basic responsibilities are to assist the Board (i) in identifying qualified individuals to become Class A board members, consistent with criteria approved by the Board, (ii) in determining the composition of the Board of Directors and its committees, (iii) in monitoring a process to assess board effectiveness and (iv) in developing and implementing the Company's corporate governance guidelines. More specifically, the Committee shall be responsible for the following:
The Committee shall establish for approval by the Board criteria for selecting new directors, and shall identify individuals qualified to become Class A directors. The Committee shall recommend to the Board a slate of candidates for election at the next annual meeting of shareholders, or for filling of a vacancy in office occurring between annual meetings.
The Committee shall recommend annually to the Board a slate consisting of (i) the Lead Director, (ii) the Chairman and members of the Executive Committee, and (iii) the Chairs and members of other committees of the Board.
The Committee, at least annually, shall evaluate the independence of all non-employee Class A directors in accordance with guidelines established by the SEC and NYSE. Specifically the Committee shall annually evaluate the independence of members of the Audit Committee. The Committee's findings shall be reported to the Board for its approval.
The Committee shall evaluate annually the financial literacy of members of the Audit Committee and shall determine whether at least one of said Audit Committee members qualifies as a financial expert. The Committee shall report to the Board its findings for the Board's approval.
The Committee shall have 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 take the lead in preparing and conducting annual assessments of Board and Board Committee performance, which includes individual director performance, and based on assessments shall make recommendations to the Board for improvements in the Board's operations.
The Committee shall have authority to retain experts independent of management to assist the Committee in the performance of its duties.
The Committee shall periodically review matters involving corporate governance for the Company, including the size of the Board within parameters contained in the Articles of Incorporation, the composition of the Board and including the Board's corporate governance guidelines, and make such recommendations to the Board of Directors as appropriate on such matters.
The Committee shall evaluate its own performance not less than annually.
Meetings
The Committee and any subcommittees will meet as often as necessary to carry out their responsibilities. The Committee shall meet in executive session at least once annually and at other times as requested by any committee member. Meetings may be called by the Chairman of the Board, Chairman of the Committee and/or management of the Company. Reports of meetings of the Committee and subcommittees shall be made to the Board of Directors at its next regularly scheduled meeting following a meeting, accompanied by any recommendations to the Board of Directors approved by the Committee or subcommittee.
Class A Nominating and Governance Committee Meeting Agenda
Feb
May
Aug
Nov
Approve minutes of prior meeting
X
X
X
X
Review and recommend changes to Governance Committee Charter
X
Review and recommend changes to the Corporate Governance
Guidelines including NYSE & SEC governance requirements
X
Review, at least annually, the Company's governance quotients as published by such
independent rating services as the Committee deems appropriate to follow
X
Review industry and national "best practices" regarding corporate governance at least once annually
X
X
Evaluate annually the independence and expertise of all board members and the financial literacy of members of the Audit Committee to determine that at least one member of that committee is a financial expert, and report conclusions to the board.
X
X
Prepare materials and procedures for three-year cycle rotation of FBLFG Directors - Board Assessment; FBLFG Directors - Self Assessment; FBLFG Directors - Peer Assessment.
X
Review and report results to the Board of the pertinent year's director assessments.
X
Executive session of committee members (at least once annually)
X
X
X
X
Report committee action to Board
X
X
X
X
Review criteria for selecting new Class A directors for approval by the Board
X
Identify individuals who would be qualified to become Class A directors
X
Review the size of the Board, within parameters contained in the Articles of Incorporation, and the composition of the Board
X
Recommend a slate of candidates for election as Class A directors at the next annual meeting
of shareholders, or to fill a vacancy in office occurring between meetings
X
Review recommendations of the meeting of the Chairman of the Class A Nominating and Governance Committee, the CEO, the Chairman of the Board of Directors, and the Lead Director for a slate consisting of (i) the Lead Director, (ii) the Chairman and members of the Executive Committee, and (iii) the Chairs and members of other committees of the Board; then present to the Board of Directors for approval.
X
Recommend to the Board concerning improvement in operation and governance of the
Board and of its committees
X
Recommend to the Board orientation materials, educational materials, seminars, or other training
opportunities to improve the performance of the Board and its individual members
X
Annually evaluate the performance of the Committee
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