CORPORATE GOVERNANCE AND BOARD MATTERS
CONSIDERATION OF DIRECTOR NOMINEES
The NCG Committee believes that the Board should encompass a broad range of talent, skill, knowledge, experience, diversity and expertise enabling it to provide sound
guidance with respect to Hanmis operations and interests. In addition to considering a candidates background and accomplishments, candidates are reviewed in the context of the current composition of the Board and the evolving needs of
Hanmis business. Our Board has identified certain core competencies that its directors should possess, including: broad experience in business, finance, accounting, risk management, strategic planning, marketing or administration; familiarity
with national and international business matters; familiarity with the Companys industry; and the ability to understand the Companys business. In addition to possessing one or more of these core competencies, the members of our Board
should have and demonstrate personal qualities such as integrity, leadership, community prominence and a strong reputation. The experience, skills and qualifications contributed by each of our directors should diversify and complement the core
competencies of our collective Board.
The NCG Committee seeks directors with strong reputation and experience in areas relevant to the strategy and operation of
Hanmis business, particularly industries and growth segments that Hanmi operates in, such as the banking and financial services industry, as well as key geographic markets and customer segments. The NCG Committee annually reviews the
individual skills and characteristics of the directors, as well as the composition of the Board as a whole. This assessment includes a consideration of independence, diversity, age, skills, expertise and industry background in the context of the
needs of the Board and Hanmi.
The Board conducts an annual evaluation to determine whether the Board and its committees are functioning effectively. The NCG
Committee oversees the evaluation method and criteria for the Boards annual evaluation of the composition, competence and performance of the Board and its committees. The NCG Committee may retain consultants or advisors to assess the
performance and effectiveness of the Board, its committees and each individual director.
The results of any self-evaluations, peer evaluations or evaluations by any
consultant or advisor are submitted to the Board. The Board then takes appropriate action based on the Boards assessment and performance evaluations. The Board and director evaluation process considers the best interests of Hanmi, its Board,
employees, customers and stockholders. The assessment includes director succession planning and expected future needs of the Board and the Company, so as to ensure that Board effectiveness is not diminished during periods of transition.
Board Diversity
The Corporate Governance Guidelines require the NCG
Committee to consider diversity when reviewing the qualifications of candidates to the Board. The NCG Committee seeks to nominate members with diverse backgrounds, skills, professional and industry experience, and other personal qualities,
attributes and perspectives that will help ensure a strong and effective governing body that, as a whole, reflects the current and anticipated needs of our Board and Company and can provide oversight responsibility to our stockholders.
Stockholder Recommendations
The NCG Committee will consider stockholder
recommendations for director nominees. Such notices must be submitted in writing to Hanmi Financial Corporation, 3660 Wilshire Boulevard, Penthouse Suite A, Los Angeles, California 90010, Attention: Corporate Secretary. Such notices also must comply
with other requirements set forth in the Companys Bylaws and be received by the Corporate Secretary within the deadlines provided below under
Stockholder Proposals for the 2020 Annual Meeting
.
In identifying and evaluating director candidates, the NCG Committee will solicit and receive recommendations, and review qualifications of potential director
candidates. The NCG Committee may also use search firms to identify director candidates when necessary. To enable the NCG Committee to effectively evaluate director candidates, the NCG Committee may also conduct appropriate inquiries into the
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Annual Meeting
Proxy Statement 2019
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