Corporate Governance/Nominating Committee
Charter

Purpose of Committee

The purpose of the Corporate Governance/Nominating Committee (the “Committee”) of the Board of Directors (the “Board”) of Denmark Bancshares Inc. (“DBI”) is to seek and recommend director nominees for potential election to DBI's Board of Directors, recommend individuals to the Board for nomination as members of the standing committees of the Board, and develop and recommend to the Board a set of corporate governance principles applicable to Denmark Bancshares Inc. The Committee is also responsible for seeking and recommending director nominees for the subsidiaries of DBI.

Committee Membership

The Committee shall consist of “independent directors,” i.e., those directors who are neither officers nor employees of DBI or its subsidiaries nor have a relationship which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

The members of the Committee shall be appointed by the Board. Members shall serve at the pleasure of the Board and for such term or terms as the Board may determine.

Committee Structure and Operations

The Board shall designate one member of the Committee as its chairperson. The Committee may meet in person or telephonically at scheduled times and places determined by the Committee chairperson. The Committee may also take action by unanimous written consent when deemed necessary or desirable.

The Committee shall meet as often as necessary, but at least once a year, to enable it to fulfill its responsibilities as set forth herein.

Committee Duties and Responsibilities

The following are the duties and responsibilities of the Committee:

1. To make recommendations to the Board from time to time as to changes the Committee believes to be desirable to the size of the Board or any committee thereof.
2. To identify individuals believed to be qualified to become Board members, and to recommend such nominees for election as directors at the annual meeting of shareholders or, if applicable, at a special meeting of shareholders. In the case of a vacancy of a director (including a vacancy created by an increase in the size of the Board), the Committee shall recommend a nominee to fill such vacancy either through appointment by the Board or through election by shareholders. In nominating candidates, the Committee shall take into consideration such factors as it deems appropriate. These factors may include judgment, skill, diversity, experience, vision, integrity, dedication, and cooperativeness with businesses and other organizations of comparable size, the interplay of the candidate's experience with the experience of other Board members, and the extent to which the candidate would be a desirable addition to the Board and any committees of the Board. The Committee will also consider candidates proposed by management, and/or shareholders of DBI.
3. To develop and recommend to the Board standards and findings to be applied in making determinations as to the independence of directors.
4. To identify Board members qualified to fill vacancies on any committee of the Board and to recommend that the Board appoint the identified member or members to the respective committee. In nominating a candidate for committee membership, the Committee shall take into consideration the factors set forth in the charter of that committee, if any, as well as any other factors it deems appropriate, including without limitation the consistency of the candidate's experience with the goals of the committee and the interplay of the candidate's experience with the experience of other committee members.
5. Oversee and help direct the orientation and continuing education of all directors.
6. Evaluate the performance of the Board and all of its Committees.
7. Make recommendations regarding the nomination of incumbent directors for continuing service and establish ongoing tenure and retirement policies for approval by the Board.
8. To develop and recommend to the Board a set of corporate governance principles applicable to Denmark Bancshares Inc .
9. To perform any other duties or responsibilities expressly delegated to the Committee by the Board from time to time.
10. Annually review and update this charter for approval by the Board of Directors.
11. Report to the Board of Directors on matters considered and actions taken by the Committee.

Delegation to Subcommittee

The Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee of the Committee.

Resources and Authority of the Committee

The Committee shall have the resources and authority appropriate to discharge its duties and responsibilities.