Exhibit 99.6
Iowa First Bancshares Corp.
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER
Committee Membership
Except as provided below the Nominating and Corporate Governance Committee (the
"Committee") of the Board of Directors (the "Board") of Iowa First Bancshares
Corp. (the "Company") shall consist solely of "independent directors," i.e.,
those directors who neither are officers or employees of the Company or its
subsidiaries nor have a relationship which, in the opinion of the Board, would
interfere with the exercise of independent judgment in carrying out the
responsibilities of a director, and who are otherwise "independent" under SEC
rules.
The initial members of the Committee shall be appointed by the Board. Candidates
to fill subsequent vacancies in the Committee shall be appointed by the Board
based on nominations by the Committee. Members shall serve at the pleasure of
the Board and for such term or terms as the Board may determine.
The Committee shall be comprised of three members. One director who is not
independent and is not a current officer or employee, or a spouse, parent, child
or sibling, whether by blood, marriage or adoption, of, or a person who has the
same residence as, any current officer or employee, may be appointed to the
Committee if the Board, under exceptional and limited circumstances, determines
that such individual's membership on the Committee is required by the best
interests of the Company and its stockholders, and the Board discloses, in the
next annual meeting proxy statement subsequent to such determination, the nature
of the relationship, and the reasons for the determination. Any such member
appointed to the Committee may only serve for up to two years.
Committee Purpose and Responsibilities
The Committee shall have the purpose and responsibilities to:
1. Make recommendations to the Board from time to time as to changes that the
Committee believes to be desirable to the size of the Board or any
committee thereof.
2. Identify individuals believed to be qualified to become Board members,
consistent with criteria approved by the Board, and to select, or recommend
to the Board, the nominees to stand for election as directors at the annual
meeting of stockholders or, if applicable, at a special meeting of
stockholders. In the case of a vacancy in the office of a director
(including a vacancy created by an increase in the size of the Board), the
Committee shall recommend to the Board an individual to fill such vacancy
either through appointment by the Board or through election by
stockholders. In selecting or recommending candidates, the Committee shall
take into consideration any criteria approved by the Board (which are set
forth in the Company's Corporate Governance Guidelines) and such other
factors as it deems appropriate. These factors may include judgment, skill,
diversity, experience with businesses and other organizations of comparable
size, the interplay of the candidate's experience with the experience of
other Board members, and the extent to which the candidate would be a
desirable addition to the Board and any committees of the Board. The
Committee shall consider all candidates recommended by the Company's
shareholders in accordance with the procedures set forth in the Company's
annual proxy statement. The Committee may consider candidates proposed by
management but is not required to do so.
3. Develop and recommend to the Board standards to be applied in making
determinations as to the absence of material relationships between the
Company and a director.
4. In the case of a director nominee to fill a Board vacancy created by an
increase in the size of the Board, make a recommendation to the Board as to
the class of directors in which the individual should serve.
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5. Identify Board members qualified to fill vacancies on any committee of the
Board including the Nominating and Corporate Governance Committee and to
recommend that the Board appoint the identified member or members to the
respective committee. In nominating a candidate for committee membership,
the Committee shall take into consideration the criteria approved by the
Board, which are set forth in the Company's Corporate Governance
Guidelines, and the factors set forth in the charter of that committee, if
any, as well as any other factors it deems appropriate, including without
limitation the consistency of the candidate's experience with the goals of
the committee and the interplay of the candidate's experience with the
experience of other committee members.
6. Establish procedures for the Committee to exercise oversight of the
evaluation of the Board and management.
7. Develop and recommend to the Board a set of corporate governance principles
applicable to the Company, and to review those principles at least once a
year.
8. Prepare and issue the evaluation required under "Performance Evaluation"
below.
9. Assist management in the preparation of the disclosure in the Company's
annual proxy statement regarding the operations of the Committee.
10. Report to the Board on a regular basis and not less than once per year.
11. Perform any other duties or responsibilities expressly delegated to the
Committee by the Board from time to time relating to the nomination of
Board and committee members.
Committee Structure and Operations
The Committee shall designate one member of the Committee as its Chairperson. In
the event of a tie vote on any issue, the chairperson's vote shall decide the
issue. Beginning in 2004, the Committee shall meet in person or telephonically
at least twice a year and perhaps more frequently, in conjunction with regularly
scheduled meetings of the Board at regularly scheduled times and places
determined by the Committee chairperson, with further meetings to occur, or
actions to be taken by unanimous written consent, when deemed necessary or
desirable by the Committee or its chairperson.
Delegation to Subcommittee
The Committee may, in its discretion, delegate all or a portion of its duties
and responsibilities to a subcommittee of the Committee. This is not anticipated
to occur on a frequent basis.
Performance Evaluation
The Committee shall prepare and review with the Board an annual performance
evaluation of the Committee, which evaluation shall compare the performance of
the Committee with the requirements of this charter. The performance evaluation
shall also recommend to the Board any improvements to the Committee's charter
deemed necessary or desirable by the Committee. The performance evaluation by
the Committee shall be conducted in such manner as the Committee deems
appropriate. The report to the Board may take the form of an oral report by the
chairperson of the Committee or any other member of the Committee designated by
the Committee to make this report.
Resources and Authority of the Committee
The Committee shall have the resources and authority appropriate to discharge
its duties and responsibilities, including the authority to select, retain,
terminate, and approve the fees and other retention terms of special counsel or
other experts or consultants, as it deems appropriate, without seeking approval
of the Board of management. With respect to consultants or search firms used to
identify director candidates, this authority shall be vested solely in the
Committee.
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