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This excerpt taken from the ONB DEF 14A filed Apr 1, 2009. Committees
of our Board
The following table lists the current membership of the
Company’s standing Board Committees.
The members of the Company’s Board are elected to various
committees. The standing committees of the Board include an
Audit Committee, a Compensation and Management Development
Committee, a Corporate Governance and Nominating Committee, a
Funds Management Committee, a Risk and Credit Policy Committee,
and a Community and Social Responsibility Committee.
The current members of the Audit Committee are Andrew E. Goebel
(Chairperson), Phelps L. Lambert, Arthur H. McElwee, Jr.,
Marjorie Z. Soyugenc and Charles D. Storms. The Audit Committee
held eight meetings during 2008. The functions of the Audit
Committee are described under “Report of the Audit
Committee” on page 45. The Audit Committee has adopted
a written charter which has been approved by the Board.
The current members of the Corporate Governance and Nominating
Committee are Larry E. Dunigan (Chairperson), Niel C.
Ellerbrook, Phelps L. Lambert, and Kelly N. Stanley. The
Corporate Governance and Nominating Committee met four times in
2008. The functions of the Corporate Governance and Nominating
Committee are described under “Report of the Corporate
Governance and Nominating Committee and Other Board
Matters” on page 5. The Corporate Governance and
Nominating Committee has adopted a written charter which has
been approved by the Board.
The current members of the Compensation and Management
Development Committee are Niel C. Ellerbrook (Chairperson),
Joseph D. Barnette, Jr., Larry E. Dunigan and Marjorie Z.
Soyugenc. The Compensation and Management Development Committee
met seven times during 2008. The functions of the Compensation
and Management Development Committee are described under
“Report of the Compensation and Management Development
Committee — Scope of Responsibilities on page 21.
The Compensation and Management Development Committee has
adopted a written charter which has been approved by the Board.
Table of Contents
The current members of the Risk and Credit Policy Committee are
Joseph D. Barnette, Jr. (Chairman), Alan W. Braun, Larry E.
Dunigan, Andrew E. Goebel and Linda E. White. The Risk and
Credit Policy Committee met four times in 2008. The function of
the Risk and Credit Policy Committee is to oversee the
Company’s policies, procedures and practices relating to
credit, operation and compliance risk. The Risk and Credit
Policy Committee has adopted a written charter which has been
approved by the Board.
The current members of the Community and Social Responsibility
Committee are Marjorie Z. Soyugenc (Chairperson), Alan W. Braun,
Charles D. Storms and Linda E. White. The Community and Social
Responsibility Committee met four times in 2008. The Community
and Social Responsibility Committee has the responsibility to
review the Company’s compliance with the Community
Reinvestment Act, Fair Lending Practices, associate commitment
and diversity, supplier diversity and the Company’s
Affirmative Action Plan. During 2005, the Community and Social
Responsibility Committee approved the formation of the Old
National Bank Foundation through which major charitable gifts
from the Company will be funded. The Community and Social
Responsibility Committee has adopted a written charter which has
been approved by the Board.
The current members of the Funds Management Committee are Phelps
L. Lambert (Chairman), Alan W. Braun, Andrew E. Goebel, Arthur
H. McElwee, Jr. and Charles D. Storms. The Funds Management
Committee met five times during 2008. The function of the Funds
Management Committee is to monitor the balance sheet risk
profile of the Company, including credit, interest rate,
liquidity and leverage risks. The Funds Management Committee is
also responsible for reviewing and approving the investment
policy for the Company. The Funds Management Committee has
adopted a written charter which has been approved by the Board.
In addition to serving on the Corporate Governance and
Nominating Committee, Kelly Stanley serves as Chairman of the
Old National Trust Company Board of Directors and Chairman
of Old National Insurance Board of Directors. Both companies are
subsidiaries of the Company.
In addition to serving as a current member of the Audit
Committee and the Funds Management Committee, Arthur
McElwee, Jr. serves on the Old National Insurance Board.
This excerpt taken from the ONB DEF 14A filed Mar 27, 2008. Committees
of our Board
The following table lists the membership of the Company’s
standing Board Committees in 2007.
The members of the Company’s Board are elected to various
committees. The standing committees of the Board include an
Executive Committee, an Audit Committee, a Compensation and
Management Development Committee, a Corporate Governance and
Nominating Committee, a Funds Management Committee, a Risk and
Credit Policy Committee, and a Community and Social
Responsibility Committee.
When the Board is not in session, the Executive Committee has
all of the power and authority of the Board except with respect
to amending the Articles of Incorporation or By-Laws of the
Company; approving an agreement of merger or consolidation;
recommending to the shareholders the sale, lease or exchange of
all or substantially all of the Company’s property and
assets; recommending to the shareholders a dissolution of the
Company or a revocation of such dissolution; declaring
dividends; or authorizing the issuance or reacquisition of
shares. The Executive Committee did not meet in 2007 and
currently does not have any members.
The members of the Audit Committee are Andrew E. Goebel
(Chairperson), Larry E. Dunigan, Phelps L. Lambert, Marjorie Z.
Soyugenc and Charles D. Storms. The Audit Committee held eight
meetings during 2007. The functions of the Audit Committee are
described under “Report of the Audit Committee” on
page 45. The Audit Committee has adopted a written charter
which has been approved by the Board.
The members of the Corporate Governance and Nominating Committee
are Larry E. Dunigan (Chairperson), Niel C. Ellerbrook, Phelps
L. Lambert, and Kelly N. Stanley. The Corporate Governance and
Nominating Committee met four times in 2007. The functions of
the Corporate Governance and Nominating Committee are described
under “Report of the Corporate Governance and Nominating
Committee and Other Board Matters” on page 5. The
Corporate Governance and Nominating Committee has adopted a
written charter which has been approved by the Board.
The members of the Compensation and Management Development
Committee are Niel C. Ellerbrook (Chairperson), Joseph D.
Barnette, Jr., Larry E. Dunigan and Marjorie Z. Soyugenc.
The Compensation and Management Development Committee met five
times during 2007. The functions of the Compensation and
Management Development Committee are described under
“Report of the Compensation and Management Development
Committee — Scope of Responsibilities on page 21.
The Compensation and Management Development Committee has
adopted a written charter which has been approved by the Board.
The members of the Risk and Credit Policy Committee are Joseph
D. Barnette, Jr. (Chairman), Alan W. Braun, Andrew E.
Goebel and Arthur H. McElwee, Jr. The Risk and Credit
Policy Committee met five times in 2007. The function of the
Risk and Credit Policy Committee is to oversee the
Company’s policies, procedures and practices relating to
credit, operation and compliance risk. The Risk and Credit
Policy Committee has adopted a written charter which has been
approved by the Board.
Table of Contents
The members of the Community and Social Responsibility Committee
are Marjorie Z. Soyugenc (Chairperson), Alan W. Braun, Arthur H.
McElwee, Jr. and Charles D. Storms. The Community and
Social Responsibility Committee met four times in 2007. The
Community and Social Responsibility Committee has the
responsibility to review the Company’s compliance with the
Community Reinvestment Act, Fair Lending Practices, associate
commitment and diversity, supplier diversity and the
Company’s Affirmative Action Plan. During 2005, the
Community and Social Responsibility Committee approved the
formation of the Old National Bank Foundation through which
major charitable gifts from the Company will be funded. The
Community and Social Responsibility Committee has adopted a
written charter which has been approved by the Board.
The members of the Funds Management Committee are Phelps L.
Lambert (Chairman), Alan W. Braun, Andrew E. Goebel
and Charles D. Storms. The Funds Management Committee met six
times during 2007. The function of the Funds Management
Committee is to monitor the balance sheet risk profile of the
Company, including credit, interest rate, liquidity and leverage
risks. The Funds Management Committee is also responsible for
reviewing and approving the investment policy for the Company.
The Funds Management Committee has adopted a written charter
which has been approved by the Board.
In addition to serving on the Corporate Governance and
Nominating Committee, Kelly Stanley serves as Chairman of the
Old National Trust Company Board of Directors and Chairman
of Old National Insurance Board of Directors. Both companies are
subsidiaries of the Company.
In addition to serving on the Risk and Credit Policy Committee
and the Community and Social Responsibility Committee, Arthur
McElwee, Jr. serves on the Old National Insurance Board.
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