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Corporate Governance Guidelines

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Corporate Governance Guidelines OLD NATIONAL BANCORP CORPORATE GOVERNANCE GUIDELINES The following corporate governance guidelines (“Guidelines”) have been approved and adopted by the Board of Directors (“Board”) of Old National Bancorp (the “Company” or “Old National”). These Guidelines, along with Old National's corporate charter, bylaws and charters of the various committees of the Board, provide the foundation for the Company’s governance. I. Director Qualifications Members of the Company’s Board must possess certain basic personal and professional qualities in order to properly discharge their fiduciary duties to shareholders, provide effective oversight of the management of the Company and monitor the Company's adherence to principles of sound corporate governance. It is therefore the policy of the Board that all persons nominated to serve as a Director of the Company should possess the minimum qualifications described in this section entitled Director Qualifications. These are only threshold criteria, however, and the Board will also consider the contributions that a candidate can be expected to make to the collective functioning of the Board based upon the totality of the candidate's credentials, experience and expertise, the composition of the Board at the time, and other relevant circumstances. Under exceptional and limited circumstances, the Board may approve the candidacy of a nominee to serve as Director who does not satisfy all of the qualifications set forth in these Guidelines if it believes the service of such nominee is in the best interests of the Company and its shareholders. In seeking individuals to serve as Directors, the Company’s Corporate Governance & Nominating Committee seeks members from diverse professional backgrounds who combine a broad spectrum of experience and expertise. Directors should have an active interest in the business of the Company and possess a willingness to represent the best interests of all shareholders without favoring or advancing any particular shareholder or other constituency of the Company. Directors should be able to objectively appraise management performance, possess the highest personal and professional ethics, integrity and values, and be able to comprehend and advise management on complicated issues that face the Company and the Board. A Director should not have any interests that would materially impair his or her ability to exercise independent judgment, or otherwise discharge the fiduciary duties owed as a Director to the Company and its shareholders. Directors shall have demonstrated significant achievement or have significant management experience in one or more fields of business, professional, governmental, communal, scientific or educational endeavor. Directors are expected to have sound judgment, borne of management or policy-making experience (which may be as an advisor or consultant), that demonstrates an ability to function effectively in an oversight role. Directors shall have a general appreciation regarding major issues facing public companies of a size and operational scope similar to the Company. These include contemporary governance concerns; regulatory obligations of a financial holding company, a national bank and public company; strategic business planning; and basic concepts of corporate finance. Individual Directors who change their principal employment or no longer have the same principal responsibilities outside of the Company as such Director had at the time the Director was first elected or appointed to the Board should promptly submit notice to the Corporate Governance & Nominating Committee. It is not the sense of the Board to mandate resignation, but rather to 1 provide an opportunity for the Board through the Corporate Governance & Nominating Committee to review the continued appropriateness of Board membership under the changed circumstances. Directors must have, and be prepared to devote, adequate time to the Board and its committees. SEC rules require that on an annual basis Directors are expected to attend at least 75% of Board meetings and meetings of committees on which they serve, and to spend the time needed and meet as frequently as necessary to properly discharge their responsibilities. It is expected that each Director will be available to attend substantially all meetings of the Board and any committees on which he or she will serve. No Director may serve on more than three other public company boards. Directors should advise the Chairman of the Board and the Chairperson of the Corporate Governance & Nominating Committee upon accepting an invitation to serve on another public company Board with the exception of the CEO who should obtain prior approval of the Corporate Governance & Nominating Committee in advance of accepting an invitation to serve on another public company board. In addition to the general requirements listed above, the majority of the Board shall meet the criteria for independence required by Regulation O and the NASDAQ Stock Market. The Corporate Governance & Nominating Committee is responsible for reviewing with the Board, on an annual basis, the requisite skills and characteristics of Board members as well as the composition of the Board as a whole. This assessment will include Directors’ qualification as independent, as well as consideration of diversity, age, skills, and experience in the context of the needs of the Board. Nominees for Directorship will be selected by the Corporate Governance & Nominating Committee in accordance with the policies and principles in its charter. The invitation to join the Board shall be extended by the Chairman of the Board. The Board expects that when an executive who serves on the Board resigns from his or her executive position, he or she will also simultaneously submit his or her resignation from the Board. Whether the individual continues to serve on the Board is a matter for discussion at that time with the Board. The optimal size of the Board shall be between 10 and 15 Directors. The Board shall be elected annually at the Annual Meeting of Shareholders. Any vacancy occurring in the Board shall be filled in accordance with the By-Laws of the Company. A Director of the Company shall no longer qualify to serve as a Director effective as of the end of the term during which the Director becomes 75 years of age. The Board does not believe it should establish term limits. While term limits could help ensure that there are fresh ideas and viewpoints available to the Board, they hold the disadvantage of losing the contribution of Directors who have been able to develop, over a period of time, increasing insight into the Company and its operations and, therefore, provide an increasing contribution to the Board as a whole. As an alternative to term limits, the Corporate Governance & Nominating Committee will review each Director’s continuation on the Board on a regular basis. II. Director Responsibilities and Board Leadership The basic responsibility of the Directors is to exercise their business judgment, drawn independently and with due care, and to act in what they reasonably believe in good faith to be in the best interests of the Company and its shareholders. In discharging that obligation, Directors should be entitled to rely on the honesty and integrity of the Company’s senior executives and its outside advisors and auditors. The Directors shall also be entitled to have the Company arrange 2 for reasonable Directors’ and officers’ liability insurance to be made available for purchase by Directors, to the benefits of indemnification to the fullest extent permitted by the law and the Company’s charter, by-laws and any indemnification agreements, and to exculpation as provided by state law and the Company’s charter. The Board shall be free to choose its Chairman in any way it determines is in the best interests of the Company and its shareholders in accordance with the Company’s Bylaws, including determining whether the Company’s CEO should also serve as Chairman. In the event the Board makes a determination that it is in the best interests of shareholders for the CEO to also serve as Chairman, the independent members of the Board, after consulting with all members of the Board, shall elect an independent director to serve as Lead Director, with the following duties and responsibilities: • preside at all meetings of the Board of Directors at which the Chairman is not present, including executive sessions of non-management or independent directors; • call meetings of the independent or non-management Directors; • serve as liaison between the Chairman and the independent and non-management Directors; • advise as to the scope, quality, quantity and timeliness of information sent to the Board of Directors; • in collaboration with the Chief Executive Officer and Chairman, and with input from other members of the Board, develop and have final authority to approve meeting agendas for the Board of Directors, • approve Board of Directors meeting schedules to assure that there is sufficient time for discussion of all agenda items; • organize and lead the Board’s evaluation of the Chief Executive Officer; • be responsible for leading the Board’s annual self-assessment; • be available for consultation and direct communication upon the reasonable request of major shareholders; • provide advice with respect to the selection of Committee Chairs; and perform such other duties as the Board may from time to time delegate to assist the Board in the fulfillment of its responsibilities. The Lead Director will be elected annually. Each Board member is free to suggest the inclusion of items on the Board agenda. Each Board member is free to raise at any Board meeting subjects that are not on the agenda for that meeting. The Board will review the Company’s long-term strategic plans and the principal issues that the Company will face in the future during at least one Board meeting each year. Information 3 and data that are important to the Board’s understanding of the business to be conducted at a Board or committee meeting should generally be distributed in writing to the Directors before the meeting, if possible, and Directors should review these materials in advance of the meeting.
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