Bank Directors Seminar, Coeur d'Alene, ID, September 15-17, 2019

SUCCESSION – DIRECTOR DUTIES

 Second of two primary Board duties (strategy is first)  Identify board committee to oversee succession  Maintain diverse board views  Regularly discuss succession  Openly and honestly express opinions  Require annual CEO review  Know senior management team  Actively participate in candidate selection

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SUCCESSION – BEST PRACTICES

1. Plan 3 to 5 years out 2. Prepare comprehensive emergency succession plan 3. Ensure full board involvement 4. Open and continuous dialogue and annual review 5. Develop and agree on selection criteria

Source: “The Role of the Board in CEO Succession, A Best Practices Study” , 2006, by National Association of Corporate Directors

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