Committee Structure

There are five committees that collectively provide guidance on strategic issues, planning and policy making: Audit & Finance, Enterprise Risk, Executive, Human Resources and Nominating. The committees are comprised solely of independent directors, with the exception of the Executive Committee.

Audit & Finance Committee
Under the terms of its Charter, the Audit & Finance Committee meets at least five times a year and is responsible for, among other things, annual approval of the independent auditors, oversight of audit activities, financial reporting and regulatory compliance, as well as approval and review of the budget and privacy policy. The Committee meets with the independent and internal auditors without management present on a regular basis.

Enterprise Risk Committee
The Enterprise Risk Committee is responsible for monitoring risks that are being taken by the Corporation and its subsidiaries, understanding the enterprise-wide effect of those risks, and reporting such risks to the Boards of the Corporation on at least a quarterly basis. The Committee also provides important oversight, review and approval of Trustmark's stress testing and other risk evaluation processes and receives reports from the Board's other committees about risks that are under the committees' specific purview.

Executive Committee
The Executive Committee acts on behalf of the Board if a matter requires Board action before a meeting of the Board can be held. The Committee provides guidance to management on the strategic planning process and issues of strategic importance including business growth and expansion, material transactions and technology. Additionally, the Committee is responsible for reviewing the corporate governance structure and annually evaluating each director’s performance against specific performance criteria. The Committee is also responsible for monitoring progress with Trustmark’s long-term strategic and financial objectives.

Human Resources Committee
The role of the Human Resources Committee is to ensure that appropriate policies and practices are in place to facilitate the development of management talent, orderly CEO succession planning, corporate social responsibility and the setting of management compensation.

Nominating Committee
The Nominating Committee is charged with the responsibility of seeking, interviewing and recommending to the Board qualified candidates for Board and committee membership.

Committee Structure
The following table shows the current list of Directors and their respective committee membership:

Financial Expert
The Securities and Exchange Commission (SEC) requires that at least one member of the audit committee qualify as a financial expert. The Board has determined that Tracy T. Conerly and Harris V. Morrisette meet this requirement.