Corporate Governance Charter

Corporate Governance Charter

Purpose

FCW’s mission is to “ensure that THE CUSTOMER COMES FIRST by providing superior service at competitive rates, in a timely, professional, and ethical manner.” The Board of Directors (Board) adopts this Charter to support the Board's leadership and oversight role in the accomplishment of this mission.

Authority and Responsibilities

The following responsibilities are set forth as a guide with the understanding that the Committee may expand to other areas not covered by other standing committees of the Board as appropriate given the circumstances. The Committee is authorized to carry out these and such other responsibilities and take any actions reasonably related to the mandate of this Charter. The Committee is authorized and shall:

  1. Be generally responsible for all Board policies, issues and activities relating to Board governance, nominating committee activities, bylaw issues or other areas of FCW operations, governance, oversight and control not specifically assigned to other committees.
  2. Establish and recommend to the Board, and oversee the implementation of, corporate governance guidelines and principles applicable to FCW.
  3. Consider corporate governance issues that arise from time to time, and develop appropriate recommendations for the Board.
  4. Make recommendations to the Board for action regarding changes to governance processes, including recommended changes to Board policies, bylaws, etc.
  5. Be responsible for all matters relating to director qualifications, eligibility, assessment, terms of service, selection of outside directors, and to provide guidance to the Human Capital and Compensation Committee on director training/development,.
  6. Oversee compliance by directors and executive officers with all standards of conduct/conflict of interest policies and regulations other than those relating to improper financial disclosures assigned to the Audit Committee.
  7. During the intervals between meetings of the Board, the Committee shall have the authority to exercise the powers of the Board. The Committee shall report all such exercises of power to the Board at its next meeting. However, the Committee shall not have the authority to take any of the following actions:
    1. the submission to stockholders of any action requiring stockholders’ authorization;
    2. filling of vacancies on the Board or on the Committee;
    3. removal of any director, the President or any other executive officer of FCW;
    4. amendment or repeal of any portion of the FCW bylaws or adoption of new bylaws;
    5. amendment or repeal of any resolution of the Board; and
    6. any action which the Chairman or Vice Chairman of the Board or the President shall have designated as a matter which should be considered by the Board.
  8. Undertake such other responsibilities or duties as the Board may delegate or assign from time to time.

Composition/Quorum/Power to Act

The Committee shall be comprised of the chairman of the Board (who also chairs the Committee), the vice chairman of the Board, the former chairman of the Board, the chairmen of each Board Committee and FCW’s President/CEO.

The Board may, at any time and in its complete discretion, remove any member of the Committee and may fill any vacancy on the Committee. Any director appointed to the Committee shall, in the opinion of the Board, be free of any relationship that would interfere with the exercise of independent judgment as a Committee member. In appointing Committee members, the Board will also consider the personal characteristics and qualifications of those appointed to the Committee.

A majority of the total number of members shall constitute a quorum of the Committee. A majority of the members of the Committee shall be empowered to act on behalf of the Committee.

Meetings/Reporting

The Committee will meet at such frequency as necessary and appropriate to fulfill its responsibilities and conduct its business. Committee materials (except sensitive material) will typically be distributed to all Board members as part of the Board package in order to keep all Board members informed and facilitate reporting to the Board. The Committee shall keep formal minutes of all meetings, including attendance. The Committee shall provide reports of its actions to the Board.

Resources

The Committee shall have authority to retain such consultants, outside counsel and other advisors as the Committee may deem appropriate in its sole discretion. The Committee shall have sole authority to approve related fees and retention terms. The Committee shall have access to all information, records and files available to the Board. FCW will provide any other monetary and non-monetary resources necessary for the Committee to fulfill its purpose.

Charter Review

The Board recognizes that, for this Charter to be useful, it must be kept current and relevant. To that end, the Board will conduct a Charter review at least annually and make any changes that are needed to meet the Charter’s purpose.

Disclosure Of The Charter

This Charter will be posted on FCW’s website and also will be available in print to any shareholder requesting it.