The changing environment in corporate governance puts significant emphasis on the criteria for identifying prospective director candidates. Most of the general criteria cited by the SEC, NYSE, NACD (National Association of Corporate Directors), and numerous corporate boards are sound and constructive, but predominantly subjective. It is therefore paramount that the FBL Class A Nominating and Governance Committee, as well as the full FBL Financial Group, Inc. Board, remain fully involved in the director nomination process to add credibility to this subjective analysis, as well as comfort to the Board itself that current and future directors are filling the roles necessary to guide the corporation. The heightened tracking of corporate governance for stockholder accountability dictates the Nominating Committee use due diligence in verifying these subjective categories to the full extent they can be affirmed through references, industry and community reputation, interview and inspection. Further, some objective factors may need some degree of third party reporting or background checks.
Because each director of this corporation must be re-elected annually, the Committee will have the opportunity to re-qualify each director candidate in all categories each year.
Competency:
Integrity, representing the highest personal and professional ethics.
Accountability.
Independent thought process.
High performance standards and business credibility.
Free of conflict, and any "material relationship".
The ability to devote adequate time to fulfill the director duties.
Individual's current standing, including nature of industry currently
involved in, financial and technical expertise, geographic location,
or shareholder representation to fit Board's existing need.
No more than three other publicly traded boards served in addition
to proposed nomination.
Skills/Experience:
Financial literacy.
Executive level business experience.
Leadership skills including strategic planning and sound judgment.
Technical skills in identified areas of need (Life Insurance - Accounting - Corporate Finance - Investment and Legal) general industry knowledge
as well as career specialization and relevant technical skills.
Fortitude, to make and stand behind tough decisions.
Achievement in business, career, education, and community.
Agribusiness or public company experience a plus.
Personal Representations:
Express strong values and integrity of character.
Willing to make informed judgments.
Maturity and confidence of judgment.
Courage of convictions.
Loyalty, committed to company interests superseding personal
interests and representing the long-term interests of the shareholder.
Represent strong support of "duties of care".
Diligence of a reasonably prudent person.
Decision making on an informed basis.
Willing to act in good faith, rationally and fair.
Practical wisdom.
Willingness to resign upon significant change in abilities or value
of contribution due to altered employment status, residency,
geographic location or health. (Acceptance of resignation shall be
at the full discretion of the board of directors, upon recommendation
from the Governance Committee.)
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