Nominating Committee Charter

A.            Title

The title of this committee shall be the Corporate Governance and Nominating Committee (the “Committee”) of the Board of Directors (the “Board”) of Capital City Bank Group, Inc. (the “Company”).

B.            Purpose

The Committee shall assist the Board in fulfilling its responsibilities by (i) establishing, implementing, and monitoring policies and processes to facilitate the Board’s proper governance consistent with its fiduciary duties, (ii) reviewing and making recommendations to the Board regarding its composition and structure, and (iii) establishing criteria for Board membership and evaluating corporate policies relating to the recruitment of Board members.

C.            Composition and Meetings

The Committee shall consist of at least three members of the Board as appointed by the Board, each of whom shall meet the independence requirements promulgated by the Securities and Exchange Commission, the NASDAQ Global Select Market, or any governmental or regulatory body exercising authority over the Company (each a “Regulatory Authority”). Each member of the Committee  shall also be free from any  relationship that, in the opinion of the Board, would interfere with that person’s independent judgment as a member of the Committee.

The members of the Committee shall be elected and may be removed by the Board. Each member shall serve until a successor shall have been duly elected and qualified or until such member’s earlier death, resignation or removal. Unless a Chair is elected by the full Board, the members of the Committee may designate a Chair by majority vote of the full Committee membership.

The Committee shall meet as necessary to enable it to fulfill its responsibilities and duties as set forth herein or as directed by the Board, but in no event shall the Committee meet less than twice each year. All meetings of the Committee may be held telephonically. The Committee shall report its actions to the Board and keep written minutes of its meetings, which shall be recorded and filed with the Company’s books and records.

All non-management directors who are not members of the Committee may attend meetings of the Committee but may not vote. Additionally, the Committee may invite to its meetings any officer or director of the Company or any other person that the Committee deems appropriate in order to carry out its responsibilities.  

D.            Duties and Responsibilities

In discharging its responsibilities to review, authorize and approve the Company’s corporate governance principles and policies, the Committee, as it deems necessary or appropriate, or as required by any Regulatory Authority, will:

  1. Periodically, but at least annually, review and assess the Company’s corporate governance principles, including codes of ethics and conduct (“Codes of Conduct”), and recommend modifications to the Board for approval.

  2. Direct members of the Company’s Senior Management team to investigate and resolve reported violations or instances of non-compliance with the Codes of Conduct.

  3. Be available to members of the Company’s Senior Management team to consult with and provide assistance resolving violations or instances of non-compliance with the Codes of Conduct, and matters of governance policy or implementation.

  4. Investigate any alleged violations of the Codes of Conduct reported to the Committee by third parties, and report any such violation to the Board if further action is deemed necessary.

  5. Review and ensure that payments, if any, to directors other than in their capacity as directors are proper, and are fully and properly disclosed under applicable rules promulgated by any Regulatory Authority. Determine whether such payments impair a Board or committee member’s ability to be deemed “independent” in his or her respective capacity.

  6. Periodically, but not less than annually, evaluate and assess the independence of each director, based on the Company’s Corporate Governance Guidelines and applicable law, and to determine whether the independent directors have relationships with the Company or the Company’s subsidiaries that would impair their independence and present such determinations to the Board for its approval.    

  7. Oversee the Board’s periodic (but not less than annual) review of the Company’s Directors’ and Officers’ liability and other Keyman insurance coverages for directors and officers.

  8. Review, with the assistance of legal counsel, all proposed amendments to Board committee charters to ensure compliance with any principles of corporate governance adopted by the Committee. Recommend to the Board any necessary modifications to the committee charters. Facilitate review of the Company’s Articles of Incorporation and Bylaws by legal counsel to promote compliance with adopted principals of corporate governance.

  9. Direct management to provide director orientation and appropriate continuing education programs relating to principles of corporate governance and review and monitor programs provided by management.

  10. Annually, survey and receive comments from each director and report to the Board with an assessment of the Board’s performance.  

  11. Review all shareowner proposals submitted to the Company and the timeliness thereof. After consultation with other Board Committees that may have expertise or responsibility for such matters, recommend to the Board appropriate action on each such proposal.

  12. Review policies relating to the meetings of the Board, including meeting schedules and locations, meeting agendas and procedures for delivery of materials in advance of the meetings.

  13. In discharging its responsibilities to review, authorize and approve director nominations, the Committee, as it deems necessary or appropriate, or as required by any Regulatory Authority, shall:
    1. Evaluate the current composition and organization of the Board and its committees in light of requirements established by any Regulatory Authority, any other statute, rule or regulation applicable to the Company or any corporate governance best practices that the Committee deems relevant, and make recommendations regarding the foregoing to the Board for approval.

    2. Review and make recommendations to the Board regarding the composition and size of the Board so that the Board consists of members with the proper expertise, skills, attributes and personal and professional backgrounds needed by the Company, and to meet the requirements of applicable Regulatory Authorities, as determined appropriate by the Committee, and make recommendations to the Board regarding the foregoing.

    3. Determine and submit for adoption by the Board and inclusion in the Company’s Corporate Governance Guidelines, a list of qualification and selection criteria to be used by the Committee for screening nominee candidates and selecting nominees for Board membership, including candidates proposed by shareowners.

    4. Evaluate the performance of the current Board members proposed for reelection, and make recommendations to the Board regarding the appropriateness of members of the Board standing for reelection. This may be part of the Board’s annual evaluation policy.

    5. Develop and implement a screening process designed to identify individuals qualified to be Board members and, from time to time, recommend individuals for election to the Board.

    6. Recommend to the Board qualified candidates for all vacancies on the Board to be filled by the shareowners or the Board.

    7. Evaluate and, if necessary, recommend the termination of Board membership of any director in accordance with the Company’s Code of Conduct or any corporate governance principles adopted by the Board for cause or for other appropriate reason.

    8. Review and recommend to the Board an appropriate course of action upon the resignation of current Board members or any planned expansion of the Board, and review the qualifications, experience and fitness for service on the Board of any potential new Board members.

    9. Evaluate and recommend to the Board the appointment or election of Board members to committees of the Board and as Chair for each Board committee.

    10. Evaluate and approve, or recommend to the Board for approval, a slate of nominees for election to the Board and review the qualifications, experience and fitness for service on the Board of any potential members of the Board.

    11. Review all candidates for nomination submitted to the Company by qualifying shareowners and the timeliness of the submission thereof, and recommend to the Board appropriate action with respect to each such candidate based on qualifications and selection criteria and the needs of the Board.

    12. Develop plans for managerial succession of the Company, including in the event of retirement or emergency.

  14. In discharging its responsibilities as described above with respect to both corporate governance and director nomination matters, the Committee, as it deems necessary or appropriate, or as required by any Regulatory Authority, shall:
    1. Engage, if deemed appropriate, outside counsel and/or independent consultants, including director candidate search firms, to assist with or review any matter under its responsibility on such terms and at such reasonable expense as the Committee shall deem appropriate.

    2. Take such other actions within the general scope of the Committee’s responsibilities hereunder or as directed by the Board as the Committee shall deem appropriate.

    3. Allocate its responsibilities under this Charter or as directed by the Board to subcommittees, as the Committee deems appropriate.

    4. Periodically as appropriate, including upon changes or prospective changes in law  or Regulatory Authority requirements, but at least annually, review and assess the adequacy of this Charter and recommend any modifications to the Board for its approval.

    5. Prepare and report to the Board the results of an annual performance evaluation of the Committee, which shall compare the performance of the committee with the requirements of this Charter.

E.            Review and Approval

This Charter will be reviewed and assessed annually by the Committee, and approved by the Board on an annual basis.

Date of Latest Approval by Committee:  December 20, 2011

Date of Latest Approval by Board of Directors:  December 20, 2011

The Corporate Governance and Nominating Committee’s responsibilities and powers as delegated by the Board are set forth in this Charter. This Charter is not intended to, and shall not, alter the standards of conduct set forth in the Florida Business Corporation Act, as amended (the “FBCA”) or the Florida Financial Institutions Code (the “FFIC”) for directors, including those directors who serve as Committee members. Members of the Committee shall have the duties and the benefits of all limitations and protections from liabilities provided by the FBCA and the FFIC and other applicable laws and regulations with respect to their service on the Committee. Further, nothing herein is intended to or shall limit the responsibilities, duties and liabilities of the independent auditors to the Company, the Board or the Committee. The Committee relies to a significant extent on information and advice provided by management and independent advisors. Whenever the Committee takes an action, it exercises its independent judgment on an informed basis that the action is in the best interests of the Company and its shareowners.