ISBC 2017 Form 10-K & 2018 Proxy Statement

19 Nominating and Corporate Governance Guidelines The Board of Directors has adopted Corporate Governance Guidelines, which are posted on the “Governance Documents” section of the “Investor Relations” page of Investors Bank’s website at www.investorsbank.com . The Corporate Governance Guidelines cover the general operating policies and procedures followed by the Board of Directors including, among other things: • Mission of the Board; • Board size and composition; • Director responsibilities and qualifications; • Lead Independent Director responsibilities; • Independence standards for Directors; • Board nominating procedures and election criteria; • Board committees; • Director access to officers and employees; • Stock ownership policies; • Director compensation; • Director continuing education; • Annual Director performance evaluation; • Annual CEO evaluation and succession; and • Our Code of Business Conduct and Ethics. The Corporate Governance Guidelines, which were last updated in May 2017, provide for the independent directors of the Board of Directors to meet in regularly scheduled executive sessions. During 2017, seven executive sessions were held, of which one was conducted by the independent directors. The Nominating and Corporate Governance Committee periodically reviews our Bylaws and Corporate Governance Guidelines to maintain effective and appropriate standards of corporate governance. The Board adopted the Corporate Governance Guidelines to further its longstanding and continuing goal of providing effective governance of our Company’s business and affairs for the long-term benefit of stockholders. The Nominating and Corporate Governance Committee and the Board affirm their commitment of considering and, where appropriate, adopting, revisions and enhancements to our Bylaws and Corporate Governance Guidelines which would further our alignment and engagement with our stockholders. Anti-Hedging Policy The Corporate Governance Guidelines include an anti-hedging policy, which prohibits Directors and executive officers from engaging in or effecting any transaction designed to hedge or offset the economic risk of owning shares of Company common stock. Accordingly, any hedging, derivative or other equivalent transaction that is specifically designed to reduce or limit the extent to which declines in the trading price of Company common stock would affect the value of the shares of Company common stock owned by an executive officer or Director is prohibited. Cashless exercises of employee stock options are not deemed short sales and are not prohibited. This policy does not prohibit transactions in the stock of other companies. Prohibition on Pledging Securities Company policy prohibits Directors and executive officers from holding Company securities in a margin account or pledging Company securities as collateral for any other loan. An exception to this prohibition may be granted, in the sole discretion of the Board and in limited circumstances, after giving consideration to, among PROXY STATEMENT