Huntington Bancshares Incorporated : Nominating and Corporate Governance Committee Charter
HBAN
Huntington Bancshares Incorporated
Subject:
Joint Nominating and Corporate Governance Committee Charter
Charter Number:
Approved By:
Approval Date:
Tier: Board
CH-004
Board of Directors
April 16, 2025
Anticipated Review Date:
Renewal Frequency:
January 2026
Annual
Purpose
The Joint Nominating and Corporate Governance Committee (the "Committee") of Huntington Bancshares Incorporated ("HBI") and its national bank subsidiary, The Huntington National Bank (the "Bank," and collectively with HBI, the "Company") is responsible for assisting their respective boards of directors as applicable (individually or collectively, as applicable, the "Board") in overseeing:
Membership
Meetings, Structure and Operations
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CH-004 - Joint Nominating and Corporate Governance Committee Charter
Duties and Responsibilities
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CH-004 - Joint Nominating and Corporate Governance Committee Charter
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CH-004 - Joint Nominating and Corporate Governance Committee Charter
Access to Records and Advisors
Delegation of Authority
In the absence of any prescription by the Board or applicable provision in the Company's Bylaws, the Committee may delegate some or all of its power and authority to one or more subcommittees.
Procedural Responsibilities
The Committee will provide periodic reporting to the Board summarizing the matters reviewed and actions taken at each Committee meeting to enable the Board to monitor the activities of the Committee. The Committee will review the adequacy of this Charter on an annual basis and recommend proposed changes to the Board for approval. The Committee may perform any other activities consistent with this Charter, HBI's Articles of Incorporation, the Bank's Articles of Association, HBI's or the Bank's Bylaws, as applicable, and governing law as the Committee or Board deems appropriate.
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CH-004 - Joint Nominating and Corporate Governance Committee Charter
The Committee may hold separate sessions as a committee of the Bank or HBI if necessary to address issues relevant to one entity but not the other or to consider transactions between the two entities or other matters where HBI and the Bank may have different interests. The Committee may consult with internal or outside counsel if, in the opinion of the Committee, any matter under consideration by the Committee has the potential for any conflict between the interests of HBI and those of the Bank or HBI's other subsidiaries in order to ensure that appropriate procedures are established for addressing any such potential conflict.
General
In performing their responsibilities, Committee members are entitled to rely in good faith on information, opinions, reports, or statements prepared or presented by:
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Disclaimer
Huntington Bancshares Incorporated published this content on April 17, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 17, 2025 at 20:39 UTC.