SFC Committee Charters

Nominating and Corportate Governance Committee Charter

Compensation Committee Charter   | Joint Audit Committee Charter

Nominating and Corporate Governance

Committee Charter

The Nominating and Corporate Governance Committee (the “Committee”) of the Board of Directors of Standard Financial Corp. (the “Company”) shall consist of a minimum of three directors, as determined by the Board of Directors. Members of the Committee shall be appointed and shall be removed by the Board of Directors. Unless a Chair is appointed by the Board of Directors, the members of the Committee shall designate a Chair by majority vote of the entire Committee membership. A quorum for the conduct of business by the Committee shall be a majority of the entire membership of the Committee, and all actions taken by the Committee shall require the affirmative vote of a majority of the entire Committee membership.

All members of the Committee shall be independent directors, and shall satisfy the applicable Nasdaq Stock Market listing standards for independence.

The purpose of the Committee shall be to assist the Board of Directors in identifying qualified individuals to become Board members, in determining the size and composition of the Board of Directors and its committees, in monitoring a process to assess Board effectiveness and in developing and implementing the Company’s corporate governance guidelines.

In furtherance of this purpose, the Committee shall have the following authority and responsibilities:

  1. To lead the search for individuals qualified to become members of the Board of Directors and to select director nominees to be presented for stockholder approval at the annual meeting of stockholders. The Committee shall select individuals as director nominees who have the highest personal and professional integrity, who have demonstrated exceptional ability and judgment and who are effective, in conjunction with the other nominees to the Board, in collectively serving the long-term interests of the stockholders. In addition, the Committee shall adopt procedures for the submission of recommendations by stockholders as it deems appropriate. The Committee shall conduct all necessary and appropriate inquiries into the backgrounds and qualifications of possible candidates.
  2. To review and monitor the Board’s compliance with applicable Nasdaq Stock Market listing standards for independence.
  3.  To make recommendations to the Board regarding the size and composition of the Board and develop and recommend to the Board criteria (such as independence, experience relevant to the needs of the Company, leadership qualities, diversity and stock ownership) for the selection of individuals to be considered for election or re-election to the Board.
  4. To review the Board of Directors’ committee structure and to recommend to the Board for its approval directors to serve as members of each committee. The Committee shall review and recommend committee slates annually and shall recommend additional committee members to fill vacancies as needed.
  5. To develop and recommend corporate governance guidelines to the Board of Directors for its approval. The Committee shall review the guidelines on an annual basis, or more frequently if appropriate, and recommend changes as necessary.
  6. To develop and recommend to the Board of Directors for its approval an annual self-evaluation process of the Board and its committees. The Committee shall oversee the annual self-evaluations. The Committee shall have the authority to delegate any of its responsibilities to subcommittees as the Committee may deem appropriate in its sole discretion.

The Committee shall have the authority to retain any search firm engaged to assist in identifying director candidates, and to retain outside counsel and any other advisors as the Committee may deem appropriate in its sole discretion. The Committee shall have sole authority to approve related fees and retention terms.

The Committee shall report its actions and recommendations to the Board after each Committee meeting. The Committee shall review at least annually the adequacy of this Charter and recommend any proposed changes to the Board for approval.

Adopted as of October 19, 2010

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Compensation Committee Charter

I. Purpose

The Compensation Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of Standard Financial Corp. (the “Company”) to assist the Board in fulfilling its responsibilities relating to the compensation and benefits provided to the Company’s executive management (for the purposes of this Charter, “executive management” means each individual qualifying as an “officer” of the Company as defined by Rule 16a-1(f) of the SEC Regulations) and Board of Directors. The Committee is authorized to review, evaluate and recommend various benefit plans and overall compensation for the Company and its wholly owned subsidiaries.

II. Committee Membership

The Committee shall be composed of a minimum of three directors, each of whom shall satisfy the applicable Nasdaq Stock Market listing standards for independence. If deemed necessary or appropriate, the Committee may appoint a subcommittee consisting of those members who qualify as an “outside director” under Section 162(m) of the Internal Revenue Code and/or as a “non-employee director” under Rule 16b-3 of the SEC Regulations, which subcommittee shall be authorized to take all actions permitted to the Committee under this Charter. The Board of Directors shall appoint a new member or members in the event that there is a vacancy on the Committee that reduces the number of members below three, or in the event that the Board of Directors determines that the number of members on the Committee should be increased.

The members of the Committee shall be appointed by the Board and shall serve until their successors are duly appointed and qualified. Unless a Chair is appointed by the full Board, the members of the Committee shall designate a Chair by majority vote of the full Committee membership.

The entire Committee or any individual Committee member may be removed without cause by the affirmative vote of a majority of the Board of Directors. Any Committee member may resign effective upon giving written notice to the Chairman of the Board, the Corporate Secretary or the Board of Directors. The Board shall appoint a successor to take office when a resignation becomes effective.

III. Meetings

The Committee shall meet at least annually, and may hold additional meetings as needed or appropriate. The Committee may ask members of management or others, including legal counsel, to attend meetings or to provide relevant information. A majority of the entire Committee membership shall constitute a quorum, and all actions taken by the Committee shall require the affirmative vote of a majority of the membership of the Committee.

IV. Authority and Responsibilities

The specific authority and responsibilities of the Committee shall include, but are not limited to, the following:

  1. Establish, review, and modify from time to time as appropriate the overall compensation philosophy of the Company.
  2. Review, evaluate and recommend Company objectives relevant to the Chief Executive Officer’s (“CEO”) compensation; evaluate CEO performance relative to established goals; and review, evaluate and recommend to the full Board of Directors CEO compensation.
  3. Review, evaluate and recommend goals relevant to the compensation of the Company’s other executive management with the input of the CEO; and review such officers’ performance in light of these goals and determine (or recommend to the full Board of Directors for determination) such officers’ cash and equity compensation based on this evaluation.
  4. Review, evaluate and recommend succession planning and management development for executive officers, including the CEO.
  5. Review, evaluate and determine, in consultation with the Nominating and Corporate Governance Committee, the compensation to be paid to directors of the Company and of affiliates of the Company for their service on the Board.
  6. Review, evaluate and recommend to the full Board, the terms of employment and severance agreements/arrangements for executive officers, including any change of control and indemnification provisions, as well as other compensatory arrangements for executive management.
  7. Administer any stock benefit plans adopted by the Company.
  8. To the extent required, prepare and publish an annual executive compensation report in the Company’s proxy statement.
  9. Retain any compensation and benefits consultant or legal counsel used to assist the Committee in fulfilling its responsibilities, provided that the concurrence of the full Board shall be obtained for expenditures exceeding $25,000 in any year.
  10. Report to the full Board of Directors any actions taken for ratification by the Board, as necessary.
  11. Annually review this Charter and recommend changes to the Board as needed.

Adopted as of October 19, 2010

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Joint Audit Committee Charter of Standard AVB Financial Corp. and Standard Bank

I. JOINT AUDIT COMMITTEE CHARTER
The Boards of Directors of Standard AVB Financial Corp. and Standard Bank have established a Joint Audit Committee (the “Audit Committee” or the “Committee”) and have adopted this Joint Audit Committee Charter to govern the Committee’s operation. Where applicable, references herein to the “Company” include Standard AVB Financial Corp. and Standard Bank, and references to the “Board” shall include the Boards of Directors of Standard AVB Financial Corp., Inc. and Standard Bank. 

II. PURPOSE
The Primary purpose of the Audit Committee is assisting the Board in:

  •  overseeing the integrity of the Company’s financial statements;
  • overseeing the Company’s compliance with legal and regulatory requirements;
  •  overseeing the independent registered public accountant’s qualifications and independence;
  •  overseeing the performance of the Company’s independent registered public accountant and of the Company’s internal audit function;
  •  overseeing the Company’s system of disclosure controls and system of internal controls regarding finance, accounting, and legal compliance;
  • overseeing, reviewing and approving policies and procedures related to financial accounting, internal control and all other items within the Committee’s authority;
  • overseeing the performance of the Company’s investment portfolio and approval of all investment policies and reporting; and
  • overseeing the calculation and adequacy of loan loss allowance and classified assets. Consistent with this function, the Audit Committee should encourage continuous improvement of, and should foster adherence to, the Company’s policies, procedures and practices at all levels. The Audit Committee should also provide an open avenue of communication among the independent registered public accountants, financial and senior management, the internal auditing function, and the Board of Directors.

The Audit Committee has the authority to obtain advice and assistance from outside legal, accounting, or other advisors as it deems appropriate to perform its duties and responsibilities. The Company shall provide appropriate funding, as determined by the Audit Committee, to compensate the independent registered public accountant and any advisers that the Audit Committee engages.

The Audit Committee will fulfill its responsibilities primarily by carrying out the activities enumerated in Section IV of this Charter. The Audit Committee will report regularly to the Board of Directors regarding the execution of its duties and responsibilities.

While the Audit Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Audit Committee to plan or conduct audits or to determine that the Company’s financial statements and disclosures are complete and accurate and are in accordance with GAAP and applicable rules and regulations. These are the responsibilities of management and the independent registered public accountant.

III.      COMPOSITION AND MEETINGS
The Audit Committee will consist of three or more directors of the Company as determined by the Board, each of whom shall be an independent director and shall be free from any relationship (including disallowed compensatory arrangements) that, in the opinion of the Board, would interfere with the exercise of his or her independent judgment as a member of the Committee. All members of the Committee shall be able to read and understand fundamental financial statements, including the Company’s balance sheet, income statement, and cash flows statement, and one person shall have past employment experience in finance or accounting, requisite professional certification in accounting, or other comparable experience. The Board shall designate at least one member of the Audit Committee as the “Financial Expert” as defined by applicable legislation and regulation. 

The members of the Committee will be appointed by the Board and will serve until their successors have been duly appointed and qualified. A majority of the membership of the Committee shall constitute a quorum, and all actions of the Committee shall require the affirmative vote of a majority of the membership of the Committee. Unless a Chair is appointed by the full Board, the members of the Committee shall designate a Chair by majority vote of the full Committee membership.  The entire Committee or any individual Committee member may be removed without cause by the affirmative vote of a majority of the Board of Directors.  Audit Committee members shall not simultaneously serve on the audit committee of more than two other public companies.

The Committee will meet at least three to four times annually, or more frequently as circumstances dictate. Each regularly scheduled meeting will conclude with an executive session of the Committee absent members of management, and on such terms and conditions as the Committee may determine. As part of its job to foster open communication, the Committee will meet periodically with management, the director of the internal auditing function and the independent registered public accountants in separate executive sessions to discuss any matters that the Committee or each of these groups believes should be discussed privately. The Committee will periodically report to the Board on its actions and will prepare written minutes of each Committee meeting, which minutes will be provided to the Board.

IV. RESPONSIBILITIES AND DUTIES

To fulfill its responsibilities and duties the Audit Committee shall:

Documents/Reports/Accounting Information Review

  1. Review and assess the adequacy of this Charter periodically, at least annually, and recommend to the Board of Directors any necessary amendments as conditions dictate.
  2. Review and discuss with management the Company’s annual financial statements, quarterly financial statements, and all internal controls reports (or summaries thereof). Review other relevant reports or financial information submitted by the Company to any governmental body or the public and relevant reports rendered by the independent registered public accountants (or summaries thereof).
  3. Review earnings press releases with management, including review of “pro-forma” or “adjusted” non-GAAP information.
  4. Discuss with management financial information and earnings guidance provided to shareholders. Such discussions may be on general terms (i.e., discussion of the types of information to be disclosed and the type of presentation to be made).
  5. Review the regular internal reports (or summaries thereof) to management prepared by the internal auditing department and management’s response.

    Independent Registered Public Accountants

  6. Review with the independent registered public accountant any problems or difficulties and management’s response, review the independent registered public accountant’s attestation and report on management’s internal controls report (if and when required), and hold timely discussions with the independent registered public accountants regarding the following:
  7. Appoint, compensate, and oversee the work performed by the independent registered public accountants for the purpose of preparing or issuing an audit report or related work. Review the performance of the independent registered public accountants and remove the independent registered public accountants if circumstances warrant. The independent registered public accountants shall report directly to the Audit Committee and the Audit Committee shall oversee the resolution of disagreements between management and the independent registered public accountants in the event that they arise. Consider whether the independent registered public accountant’s performance of permissible non-audit services is compatible with the independent registered public accountant’s independence.
    • all critical accounting policies and practices;
    • all alternative treatments of financial information within generally accepted accounting principles that have been discussed with management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent registered public accountant;
    • other material written communications between the independent registered public accountant and management including, but not limited to, the management letter and schedule of unadjusted differences; and
    •  an analysis of the independent registered public accountant’s judgment as to the quality of the Company’s accounting principles, setting forth significant reporting issues and judgments made in connection with the preparation of the financial statements.
  8. At least annually, obtain and review a report by the independent registered public accountant describing:
    • the firm’s internal quality control procedures;
    • any material issues raised by the most recent internal quality-control review, peer review, or by any inquiry or investigation by governmental or professional authorities, including the PCAOB, within the preceding five years, respecting one or more independent audits carried out by the firm, and any steps taken to deal with any such issues; and
    • all relationships between the independent registered public accountant and the Company, to assess such accountant’s independence.
  9. Review and pre-approve both audit and permissible non-audit services to be provided by the independent registered public accountant. This duty may be delegated to one or more designated members of the Audit Committee with any such pre-approval reported to the Audit Committee at its next regularly scheduled meeting. The Audit Committee may also adopt policies and procedures for the pre-approval of audit and permissible non-audit services.
  10. Set clear hiring policies, compliant with governing laws or regulations, for employees or former employees of the independent registered public accountants.
  11. Ensure and oversee the rotation of the lead audit partner of the Company’s independent registered public accounting firm every five years, and consider whether there should be regular rotation of the independent public accounting firm itself.
  12. Ensure the receipt by the Audit Committee from the independent public accounting firm of a formal written statement delineating all relationships between the firm and the Company, consistent with applicable standards. The Audit Committee is responsible for actively engaging in a dialogue with the independent public accounting firm with respect to any disclosed relationships or services that may impact the objectivity and independence of the independent public accounting firm, and for taking, or recommending that the full Board of Directors take, appropriate action to oversee the independence of the independent public accounting firm.

Financial Reporting Processes and Accounting Policies

  1. In consultation with the independent registered public accountants and the internal auditors, review the integrity of the Company’s financial reporting processes (both internal and external), and the internal control structure (including disclosure controls).  
  2. Review with management major issues regarding accounting principles and financial statement presentations, including any significant changes in the Company’s selection or application of accounting principles, and major issues as to the adequacy of the Company’s internal controls and any special audit steps adopted in light of material control deficiencies.
  3. Review analyses prepared by management (and the independent registered public accountant as noted in item 8 above) setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including analyses of the effects of alternative GAAP methods on the financial statements.
  4. Review with management the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on the financial statements of the Company.
  5. Establish and maintain a policy and procedures for the review and approval of related person transactions and review and approve all related person transactions in accordance with such policy and procedures.
  6. Establish and maintain procedures for the receipt, retention, and treatment of complaints regarding accounting, internal accounting, or auditing matters.
  7. Establish and maintain procedures for the confidential, anonymous submission by employees regarding questionable accounting or auditing matters.

Internal Audit

  1. Appoint, oversee and review and approve compensation for the work performed by the internal auditors. Review the performance of the internal auditors and remove the internal auditors if circumstances warrant. The internal auditors will report directly to the Audit Committee and the Audit Committee will oversee the resolution of any disagreements between management and the internal auditors.
  2. Review activities, organizational structure, and qualifications of the internal audit function.
  3. Annually, review and recommend changes (if any) to the internal audit program, if any.
  4. Periodically review with the internal auditors any significant difficulties, disagreements with management, or scope restrictions encountered in the course of the internal auditors’ work.
  5. Periodically review with the independent registered public accountant and management, the budget, staffing, and responsibilities of the internal audit function.

Legal Compliance and Risk Management

  1. Review with the Company’s counsel any legal matter that could have a significant impact on the Company’s financial statements.
  2. Discuss policies with respect to risk assessment and risk management. Such discussions should include the Company’s major financial and accounting risk exposures and the steps management has undertaken to control them.

Other Responsibilities

  1. Review with the independent registered public accountants, the internal auditing department and management the extent to which changes or improvements in financial or accounting practices, as approved by the Audit Committee, have been implemented. This review should be conducted at an appropriate time subsequent to implementation of changes or improvements, as decided by the Committee.
  2. Annually, perform a self-assessment relative to the Audit Committee’s purpose, duties and responsibilities outlined herein.
  3. Perform any other activities consistent with this Charter, the Company’s bylaws and governing law, as the Audit Committee or the Board deems necessary or appropriate.
      

Adopted as of May 8, 2017andard Bank    Rev.2014sbpa