Governance and Nominating Committee
CAPITAL ONE FINANCIAL CORPORATION
CHARTER OF THE
GOVERNANCE AND NOMINATING
OF THE BOARD OF DIRECTORS
The Governance and Nominating Committee (the "Committee") is appointed by the Board of Directors (the "Board") of Capital One Financial Corporation (the "Corporation") to assist the Board with respect to (a) Board organization, membership and function, including the identification and recommendation of director nominees and the structure and membership of each committee of the Board, (b) corporate governance principles applicable to the Corporation, (c) oversight of performance evaluations of the Board and the Corporation's Chief Executive Officer and (d) other corporate governance matters applicable to the Board or its committees.
The Committee shall consist of at least three directors, all of whom in the judgment of the Board shall meet the criteria for independence as established by the Board in accordance with the New York Stock Exchange listing standards and any other applicable laws, rules or regulations regarding independence as they are in effect from time to time. The members shall be appointed and removed by the Board acting on the reccomendation of the Committee. The Board shall fill any vacancies and to remove any Committee member for any reason.
The Committee shall meet at least quarterly during the year and at such other Chair deems advisable. The Committee may also meet periodically in separate executive sessions, including executive sessions with the Chief Executive Officer, the General Counsel, and other members of management, as it deems appropriate.
The Committee is governed by the same rules regarding meetings (including meetings by telephone conference or similar communications equipment), action without meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to the Board.
In carrying out its responsibilities, the Committee shall:
A. Duties Relating to Governance and Nominations
1. Review and make recommendations to the Board regarding the composition and structure of, and criteria for membership on the Board and the format and frequency of Board meetings.
2. Review and make recommendations to the Board regarding the nature, composition and duties of and criteria for membership on Board committees.
3. Identify persons qualified to become members of the Board and recommend to the Board such qualified persons to be nominated for election or re-election as directors at the next annual meeting of shareholders and to fill any vacancies of the Board. The Committee shall have the sole authority to retain and terminate any search firm to be used to identify director candidates, including the sole authority to approve the search firm’s fees and other retention terms.
4. Develop and recommend to the Board a set of corporate governance principles applicable to the Corporation (the “Corporate Governance Principles”) and periodically review and reassess the adequacy of the Corporate Governance Principles and recommend any proposed changes to the Board for approval..
5. Review on an annual basis any transactions involving the Corporation and any director or executive officer or immediate family member thereof, and, as appropriate, consider potential conflicts of interest or the appearance thereof and issues relating to director independence.
6. Oversee the process for the periodic evaluation of the Board and its committees. The Committee shall develop and oversee a process that seeks input from all directors and report annually to the Board with an assessment of the Board’s performance, and oversee that the chairs perform committee self-assessments.
7. Oversee the periodic evaluation of the Chief Executive Officer. The Committee shall develop and oversee a process, facilitated by the lead independent director (the “Lead Independent Director”) and involving all directors, for conducting the Chief Executive Officer’s annual performance evaluation. The independent directors and/or the Compensation Committee shall consider the results of such evaluation in connection with determining the Chief Executive Officer’s compensation.
8. Oversee the periodic evaluation of the Lead Independent Director.
9. Ensure that the Board, the independent directors or a committee engage in periodic discussions to plan for the Chief Executive Officer’s succession.
10. Consider and recommend to the Board the frequency of the Corporation’s advisory vote on executive compensation.
11. Review reputation risk matters to the extent within the scope of the Committee’s responsibilities.
12. Oversee the Corporation’s governance policies regarding political expenditures; and review on an annual basis the Corporation’s political contributions, including contributions to political action committees, corporate contributions, and payments to trade associations, and the Corporation’s Policy Affairs Group annual report.
B. Other Responsibilities
- Review, at least annually, the Committee’s charter and recommend any proposed changes to the Board for approval.
- Maintain minutes of meetings, regularly report on its deliberations and actions to the Board and make recommendations to the Board, as appropriate, in accordance with the duties specified in this Charter and pursuant to any applicable regulatory requirements and the listing standards of the New York Stock Exchange.
- Conduct, and report to the Board the results of, an annual performance evaluation of the Committee, which evaluation shall compare the performance of the Committee with the requirements of this Charter.
- In accordance with applicable policies of the Corporation, review and approve the terms of engagement and fees paid to any advisors employed by the Committee.
- In addition to the activities enumerated herein, perform any other activities consistent with this Charter, the Corporate Governance Principles, the Corporation’s Amended and Restate Bylaws, and governing law, as the Committee or the Board deems necessary or appropriate or as required by law or regulations.
Access to Advisors
The Committee shall have the authority to retain special legal, accounting or other advisors to advise the Committee, as the Committee deems necessary, without the prior permission of the Board or management, and the Corporation shall provide the necessary resources for such purposes. The Committee shall determine, in its business judgment, that any such advisors have no relationship with the Corporation that would interfere with the exercise of their independent judgment.
In carrying out its responsibilities, the Committee shall maintain free and open means of communications between the directors, the Chief Executive Officer, the General Counsel and other members of management. The Committee’s policies and procedures shall remain flexible in order to best react to changing conditions or circumstances that might have a material effect on the corporate governance practices of the Corporation.
Delegation of Authority
The Committee may form, and delegate authority to, subcommittees consisting of one or more members of the Committee, as appropriate. Each subcommittee shall have the full power and authority of the Committee as to matters delegated to it.
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Approved by the Committee and the Board on January 29, 2014.
- Financial Expert
- Independent Director