Home | Compensation Committee Charter

The Board of Directors of Central Virginia Bankshares, Inc. (the “Company”) has constituted and established a Compensation Committee (the “Committee”) with authority, responsibility, and specific duties as described in this Compensation Committee Charter.

I. COMPOSITION

The Committee shall consist of directors who are independent of management and free from any relationship that, in the opinion of the Board of Directors, as evidenced by its election of such Committee members, would interfere with the exercise of independent judgment as a Committee Member. The President will be the management liaison to the Committee.

Compensation Committee members shall be appointed by the Board on the recommendation of the Corporate Governance/Nominating Committee. The Board of Directors shall appoint one member of the Compensation Committee as chairperson. He or she shall be responsible for leadership of the Committee, including overseeing the agenda, presiding over the meetings and reporting to the Board of Directors. If a Compensation Committee Chair is not present at a meeting, the members of the Committee may designate a Chair

II. PRINCIPAL FUNCTIONS

The Committee’s basic responsibility is to assure that the senior executives of the Company and its wholly owned affiliates are compensated effectively in a manner consistent with the stated compensation strategy of the Company, internal equity considerations, competitive practice, and the requirements of the appropriate regulatory bodies. The Committee shall also communicate to shareholders the Company’s compensation policies and the reasoning behind such policies as required by the Securities and Exchange Commission. More specifically, the Committee shall be responsible for the following:

• Reviews and approves the Company's compensation philosophy.

• Approves and reports to the Board the executive compensation plans and the compensation (including incentive awards) of certain executives.

• Assures that total compensation paid to the Company’s principal officers is reasonable.

• Periodically reviews and approves stock ownership guidelines, including granting or making recommendations to the Board concerning employee stock options.

• Makes recommendations to the Board of Directors for new or material changes to existing employee benefit plans.

• Maintains and updates on a regular basis a written Committee Charter detailing its duties. The charter must be approved by the Corporate Governance and Nomination Committee.

• Reviews and reports to the Board of Directors the status of the Company’s Director Compensation practices in relation to other companies of comparable size and within the industry. Any changes in Director compensation should come upon the recommendation of the Compensation Committee but with full discussion and concurrence by the Board of Directors.

The Chair of the Compensation Committee is responsible for conducting an assessment of the performance of the Chief Executive Officer at least on an annual basis. The CEO’s compensation shall also be reviewed on an annual basis. The results of the evaluation should be communicated to the Chief Executive Officer by the Chair of the Compensation Committee. The evaluation should be based on objective criteria which should include the performance of the Company’s accomplishment of financial and strategic objectives, and the successful development of management.

• Issues an annual report on executive compensation in accordance with applicable rules and regulations of the Securities and Exchange Commission for inclusion in the Company’s proxy statement.

• Such other duties and responsibilities as may be assigned to the Committee, from time to time, by the Board of Directors of the Company and/or the Chairman of the Board of Directors, or as designated in plan documents.

III. MEETINGS

The Committee shall have at least two (2) regularly scheduled meetings but will meet as often as necessary to carry out its responsibilities. Meetings may be called by the Chairman of the Committee and/or the Chief Executive Officer of the Company.

Appropriate members of management and staff will prepare draft agendas and related background information for each Committee meeting, which will be reviewed and approved by the Committee Chairman in advance of distribution to the other Committee members. Any background materials, together with such agenda, should be distributed to the Committee members, the Chief Executive Officer and Corporate Secretary in advance of the meeting for their review and discussion. The Corporate Secretary will maintain one set of all Committee minutes and presentations to be filed as Corporate record and will be provided a set of all Committee correspondence.

All meetings of the Committee shall be held pursuant to the By-laws of the Company with regard to notice and waiver thereof, and written minutes of each meeting shall be duly filed in the Company records. Reports of meetings of the Committee shall be made to the Board of Directors at its next regularly scheduled meeting following the Committee meeting accompanied by any recommendations to the Board of Directors approved by the Committee. In addition, all Directors are to be furnished copies of each Committee’s minutes.