(4) require prompt reporting of any violations of the Code of Conduct; and (5) establish accountability for adherence to the Code of Conduct. Each director is required to read and certify annually that he or she has read, understands and will comply with the Code of Conduct. The Companys Code of Conduct is available on SmartFinancials website at
www.smartbank.com
in the Investors area.
Meetings of the Board of Directors and Committees; Committee Appointments
During 2017, the SmartFinancial board of directors held five meetings. With the exception of Messrs. Tucker and Wicks, who joined the board on November 1, 2017, all directors attended at least 75% of the total number of meetings of the board of directors, and 75% of the total number of meetings of the board committees on which they served. The company does not have a policy for director attendance at annual meetings, and seven of our directors were present at the 2017 annual shareholders meeting.
In January, 2018, the board of directors resolved to appoint: (i) Mr. Tucker to the audit committee, (ii) Mr. Wicks and Mr. Wolpert to the corporate governance committee, and (iii) Mrs. Berke to the human resources and compensation committee.
Audit Committee
The audit committee selects and engages SmartFinancials independent registered public accounting firm each year. In accordance with its charter, the audit committee, among other things, reviews SmartFinancials financial statements, the results of internal auditing, financial reporting procedures, and reports of regulatory authorities, and it regularly reports to the board with respect to all significant matters presented at meetings of the audit committee.
The charter of the audit committee is available on our website at
www.smartbank.com
in the Investors area. The audit committee is comprised of six non-employee directors: Victor L. Barrett, who serves as chair of the committee, Monique P. Berke, Ted C. Miller, Geoffrey A. Wolpert, Doyce G. Payne, M.D., Steven B. Tucker, and Keith E. Whaley O.D., each of whom is independent as defined by Nasdaqs listing rules. Dr. Payne has retired from the board effective at the annual meeting and will not serve as a member of the audit committee after such time.
The board of directors has determined that the committee chair, Victor L. Barrett, and committee member, Steven B. Tucker, each meets the SEC criteria for an audit committee financial expert. The board of directors believes that each of the current members of the audit committee has education and/or employment experience that provides them with appropriate financial sophistication to serve on the Committee. In 2017, the audit committee met four times. In addition to these full meetings, the committee reviews and approves for issuance or filing the Companys earnings releases and periodic reports to be filed with the SEC and it usually meets by telephone conference to discuss those documents.
Nominating Committee
The nominating committee is responsible for: assisting, advising and making recommendations to the board on the identification, selection, and recommendation of qualified individuals to become board members; selecting and recommending that the board approve the director nominees for the annual meeting of shareholders; developing and recommending a board committee structure and recommending the membership and chairs of committees; overseeing the evaluations of the board; and overseeing the succession planning for the chief executive officer. The charter for the nominating committee can be viewed on our website at
www.smartbank.com
in the Investor Relations area.
The nominating committee identifies nominees for the board by first evaluating the current board members willing to continue serving as directors. Current board members with skills and experience that are relevant to our business and who are willing to continue their service are first considered for re-nomination, balancing the value of continuity of service by existing members of the board with that of obtaining new skills, backgrounds and perspective, in light of our developing needs. If a vacancy exists, the committee solicits suggestions for director candidates from a number of sources, which can include other board members, management, and individuals personally known to members of the board.