It is the policy of the Community Partners Bancorp (the "Company") to facilitate communications between the Company's security holders ("Shareholders") and the Board of Directors (the "Board"), board committees and the individual directors.
The Company's acceptance and forwarding of a communication to the Board, any board committee or any member or members of the Board does not imply that the Board owes or assumes any fiduciary duty to the person submitting the communication, all such duties being only as prescribed by applicable law.
Shareholders may communicate with the Board of Directors by e-mail at directors@tworiverbank.com, by facsimile at 732-706-1340, or at the following address:
Shareholder Communications to the Board
Attn: Corporate Secretary
Community Partners Bancorp
1250 Highway 35 South
Middletown, New Jersey 07748
The following types of communications are not appropriate for delivery to the Board under these procedures:
Communications regarding individual grievances or other interests that are personal to the party submitting the communication and could not reasonably be construed to be of concern to Shareholders or other constituencies of the Company (such as employees, members of the communities in which the Company operates its businesses, customers and suppliers) generally;
Communications that advocate the Company's engaging in illegal activities;
Communications of a commercial nature, such as advertisements and solicitations;
Communications that, under community standards, contain offensive, scurrilous or abusive content;
Communications regarding service or product complaints or inquiries other than those that raise major concerns of Company-wide significance;
Communications regarding new service or product suggestions;
Communications relating to job inquiries;
Communications regarding requests for donations or sponsorships; and
Communications that have no rational relevance to the business or operations of the Company (it being understood, however, that issues of social concern arising by reason of the business and operations of the Company are not intended to be excluded under this criterion).
All communications must be accompanied by the following information:
An affirmation that the person submitting the communication is a Shareholder and a statement of the type and amount of the securities of the Company that the person holds;
Any special interest, meaning any interest not in the capacity of a shareholder of the Company, of the person in the subject matter of the communication;
Disclosure as to whether the Shareholder is submitting the communication on behalf of, or in concert with, any other person or persons (including entities) and, if so, identification of such other person or persons; and
The address, telephone number and e-mail address, if any, of the person(s) submitting the communication.
The Corporate Secretary (the "Secretary") will assume responsibility for receipt and processing of communications to the Board.
Upon receipt, the Secretary, or his designate, shall maintain proper records on each communication, including the name of the person submitting the communication, the date and time of receipt of the communication, the information concerning the person submitting the communication required to accompany the communication, and a brief statement of the subject matter of the communication. The record shall also indicate the action taken with respect to the communication, as prescribed by these procedures. The intake record will be provided to the Board for their review on a quarterly basis.
The Secretary, or his designate, shall promptly send an acknowledgment of receipt to each person submitting a communication. The acknowledgment shall indicate that communications appropriate for delivery to the Board under these procedures will be so delivered, but that it is not the practice of the Board to respond individually to the communications.
The Secretary shall review each communication to assess whether:
the communication satisfies the procedural requirements for submission under this policy, and
the substance of the communication is of a type that is appropriate for delivery to the Board under the criteria set forth above.
The Secretary shall provide a copy of each communication to the Chairman of the Board (the "Chairman"), together with the Secretary's preliminary assessment. The Chairman will evaluate the Secretary's assessment and make the final determination of whether the communication is appropriate for delivery to the Board.
If a communication does not conform to the requirements under paragraph (4) or (5) above, the communication shall be returned by the Secretary to the person submitting the communication, together with a brief explanation of the defect(s).
Communications determined to be appropriate for delivery to the Board shall be assembled by the responsible personnel for delivery.
Communications determined to be appropriate for delivery to the Board shall be promptly delivered by the Secretary to the director or directors to whom the communications are addressed.
The Secretary may accompany the communication delivered to the Board with relevant materials or analyses, together with any recommendations of management, that may be useful to the Board in the consideration of the communications.
Communications directed to a committee of the Board that are determined to be appropriate for delivery shall be delivered to the chairman of such committee with a copy to each committee member.
This Shareholder Communications Policy may be amended from time to time with the approval of the Board.
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