Alaska Pacific Bancshares, Inc.

Corporate Governance & Nominating Committee Charter

Mission Statement

The Corporate Governance Committee is appointed by the Board of Directors to take a stewardship role in the corporate governance of the company.  The Committee shall have access to the resources of the Company and may, in its discretion, delegate a portion of its duties to another board committee.

Membership

The Corporate Governance Committee shall consist of at least three directors, all of whom must be outside directors.  As deemed necessary, the Chair of the committee may request that certain members of senior management be present at meetings of the Committee.

Meetings

The Committee shall meet at least twice annually, and may meet more frequently as circumstances warrant.  Formal minutes shall be taken at each meeting of the Committee and subsequently submitted to the full Board.

Responsibilities

• Identify and recommend qualified candidates for nomination to the Board of Directors
• Oversee the structure, membership and performance of the Board committees
• Conduct an annual review of the Board’s performance and compensation package
• Develop and recommend corporate governance standards to the Board of Directors

Board Composition
With regard to board composition, the Committee shall:

• Make recommendations to the Board with respect to the size and composition of the Board.
• Make recommendations to the Board on qualifications and selection criteria for Board members
• Review qualifications of potential candidates for Board positions
• Make recommendations to the Board on nominees for election to the Board of Directors at the Annual Meeting of Shareholders
• Assess the independence of outside directors, particularly the Chair and members of the Audit Committee.

The Committee shall have sole authority to retain and terminate any search firm to be used to identify director candidates, including sole authority to approve the search firm’s fees and other retention terms.

Board Committees
In its oversight of the structure and membership of the Board committees, the Committee shall:

• Make recommendations to the Board on the creation, modification and dissolution of Board Committees
• Identify Board members qualified to fill vacancies on any committee of the Board
• Make recommendations as to the structure and operations of the Board’s committees, including committee member qualifications, appointment and dismissal
• Perform an annual assessment of the independence of the Audit Committee Chair

Board Evaluation
The Committee shall oversee an annual performance evaluation of the Board as a whole and of its members.  Such evaluation may include the skills and characteristics of individual Board members as well as the composition of the Board as a whole. 

Succession Planning
The Committee shall ensure that the Board, or a committee of the Board, reviews management succession planning annually, including appointing, training and monitoring senior management.

Corporate Governance Standards
The Committee shall serve to guide the stewardship duties of the Board as follows:

• Develop and recommend to the Board a set of corporate governance standards that is consistent with the Bank’s Code of Ethics and current laws and regulations.
• Consider other corporate governance issues that arise from time to time and develop appropriate recommendations to the Board.

Charter Review
The Committee shall perform an annual review of the adequacy of this charter and the performance of the Committee.

Administration

Management will assure that accurate minutes are prepared for all committee meetings. Draft minutes of all committee meetings will be provided to committee members as part of the Board package at the regular meeting following a committee meeting. All meetings will be conducted in accordance with the agenda, which will be determined by the Chairperson of the Committee before a scheduled meeting.

Investor information is provided in the event that you are interested in considering Alaska Pacific Bancshares, Inc. stock as an investment. Alaska Pacific does not sell its own stock and this is not a solicitation for you to purchase stock. It is simply an informational service. It is important that you understand that Alaska Pacific Bancshares stock is not FDIC insured and should not be confused with Alaska Pacific Bank deposit products.