POLICY FOR COMMUNICATIONS FROM SHAREHOLDERS
TEXAS REPUBLIC CAPITAL CORPORATION
Shareholders may communicate with the Directors of Texas Republic Capital Corporation (“TRCC”), either individually or collectively, by writing to the Board of Directors at the address of TRCC’s corporate headquarters. These communications will be reviewed by the office of TRCC’s corporate Secretary as agent for the non-management directors in facilitating direct communication to the Board of Directors. The Secretary’s office will:
- forward communications containing complaints relating to accounting, internal accounting controls, or auditing matters to the head of the Audit Committees;
- forward communications containing complaints relating to conduct of employees (except for complaints related to accounting or auditing matters) to the President of the Company, unless such compliant is about the President, in which they shall be forwarded to Chairman of the Board;
- treat shareholder proposals and shareholder nominations and shareholder recommendations for prospective director nominees in the manner described under the heading “Shareholder Proposals and Nominations” (below); and
- disregard communications that are bulk mail, solicitations to purchase products or services, frivolous (i.e., not directly related either to TRCC or to the non-management directors’ roles as members of the Board), sent other than by shareholders in their capacities as such, from particular authors or regarding particular subjects that the non-management directors may specify from time to time, and all other communications that do not meet the applicable requirements or criteria described below, consistent with the instructions of the non-management directors.
The Secretary’s office will summarize shareholder communications directly relating to TRCC’s business operations, it’s Board, its executive officers, its activities or other matters and opportunities closely related to TRCC. This summary and copies of the actual shareholder communications will then be circulated to the Chair of TRCC’s Nominating and Governance Committee on a monthly basis. A summary of shareholder communications will also be provided at each meeting of the Nominating and Governance Committee.
Shareholder Proposals and Nominations
Shareholder proposals are reviewed by the Secretary’s office for compliance with the requirements for such proposals set forth in TRCC’s Bylaws and Rule 14a of the Securities Exchange Act of 1934 and as described in TRCC’s proxy statement. Shareholder proposals that meet these requirements will be summarized by the Secretary’s office. Summaries and copies of the shareholder proposals are circulated to the Chair of TRCC’s Nominating and Governance Committee.
Shareholder nominations for directors are reviewed by the Secretary’s office for compliance with the requirements for such nominations that are set forth in TRCC’s Bylaws and as described in TRCC’s proxy statement. Shareholder nominations that meet these requirements are summarized by the Secretary’s office. Summaries and copies of the nominations are circulated to the Chair of TRCC’s Nominating and Governance Committee. Shareholder recommendations for prospective director nominees are subject to the same timing and notice requirements as shareholder nominations.
Retention of Shareholder Communications
Any shareholder communications that are not circulated to the Chair of the Nominating and Governance Committee because they do not meet the applicable requirements described above will be retained by the Secretary’s office for at least sixty calendar days from the date of their receipt. These communications may be reviewed by the non-management directors to whom they were addressed should any of the non-management directors elect to do so.
Distribution of Shareholder Communications
Each non-management director may view any shareholder communication upon request. Otherwise, the Chair of the Nominating and Governance Committee will determine when and whether a shareholder communication should be circulated among one or more members of TRCC’s Board or management team.
Except as required by law (or with the prior written consent of the Nominating and Governance Committee, which may act through its Chair), shareholder communications will not be distributed except as set forth in this policy. For purposes of this policy, the Secretary’s office includes TRCC employees, independent contractors and independent advisors (e.g., attorneys) who report to the Secretary and owe a duty of confidentiality to TRCC. The duties of the Secretary described in this policy do not modify the duties of the CEO to keep the Board generally apprised of company developments. This policy does not limit, create or modify any right of any director or any committee of the Board.