Sandy Spring Bancorp : Corporate Governance Policy

Corporate Governance Policy

Revised and Adopted by the Board of Directors

January 27, 2021

This policy is intended to bring clarity to the procedures utilized by the board of directors in fulfilling its governance responsibilities. It is not intended to modify or amend Bancorp's articles of incorporation or bylaws. In the event of a discrepancy between this policy and the articles of incorporation and bylaws, the articles of incorporation and bylaws will always govern.

Sandy Spring Bancorp, Inc.

Corporate Governance Policy

Table of Contents

I.	BOARD ROLE, RESPONSIBILITIES AND GENERAL POLICY	1
A.	BOARD PURPOSE	1
B.	BOARD RESPONSIBILITIES	1
C.	ETHICS	1
D.	CORPORATE CITIZENSHIP RESPONSIBILITY	2

II.	DIRECTOR SELECTION AND PERFORMANCE	2
A.	COMPETENCIES REQUIRED OF EACH DIRECTOR	2
B.	COMPETENCIES REQUIRED IN SPECIFIC DIRECTORS	2
C.	DIRECTOR RECRUITMENT, NOMINATION AND INVITATION TO JOIN	2
D.	NEW DIRECTOR ORIENTATION PROCESS	2
E.	ONGOING EDUCATIONAL DEVELOPMENT FOR DIRECTORS	3
F.	TERMS	3
G.	REVIEW AND RESIGNATION FROM THE BOARD	3
H.	DIRECTOR EVALUATION PROCESS	4
I.	INDIVIDUAL DIRECTOR PERFORMANCE DISCUSSION PROCESS	4
J.	DIRECTOR COMPENSATION	4
K.	DIRECTOR STOCK OWNERSHIP REQUIREMENT	5
L.	STOCK OWNERSHIP IN OTHER FINANCIAL INSTITUTIONS	5

III.	BOARD STRUCTURE	6
A.	BOARD SIZE	6
B.	BOARD COMMITTEES AND MEMBERS	6
C.	DIRECTOR INDEPENDENCE GUIDELINES	7
D.	LIMIT ON DIRECTORSHIPS	8

IV.	BOARD OPERATIONS	9
A.	MEETING FREQUENCY	9
B.	ATTENDANCE EXPECTATIONS	9
C.	FORMULATION OF THE MEETING AGENDA	9
D.	PRE-READ MATERIALS AND PREPARATION	9
E.	REGULAR ATTENDANCE OF NON-DIRECTORS AT BOARD MEETINGS	10
F.	DIRECTOR RELATIONS WITH MANAGEMENT AND EMPLOYEES	10
G.	DIRECTOR INTERACTION WITH THE PRESS, CLIENTS, AND INVESTORS	10
H.	INVESTOR/EMPLOYEE PROCESS FOR CONTACTING THE BOARD	10
I.	GUIDELINES FOR DIRECTORS AND OFFICERS BUYING AND SELLING STOCK	11
J.	EXECUTIVE SESSIONS OF THE BOARD	11
K.	RETENTION OF BOARD ADVISORS	11

V.	BOARD/EXECUTIVE RELATIONS	11
A.	THE ROLE OF THE CHAIR	11

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B.	CEO PERFORMANCE	12
C.	CEO AND EXECUTIVE COMPENSATION	12
D.	CEO SUCCESSION PLANNING AND DEVELOPMENT	12
E.	EXECUTIVE SUCCESSION PLANNING AND DEVELOPMENT	13
F.	EXPECTATIONS OF MANAGEMENT	13
G.	EXECUTIVE STOCK OWNERSHIP REQUIREMENT	13

VI.	BOARD GOVERNANCE AND EVALUATION	13
A.	DEVELOPING OR AMENDING BOARD POLICY	13
B.	BOARD EVALUATION PROCESS	14

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SANDY SPRING BANCORP, INC.

CORPORATE GOVERNANCE POLICY

1. BOARD ROLE, RESPONSIBILITIES AND GENERAL POLICY

1. BOARD PURPOSE

The board of directors works in partnership with the management of Sandy Spring Bancorp, Inc. (the "Company") and on behalf of all stakeholder interests to provide policy- level guidance and assurance that the financial and human capital of the Company are managed in a way that performance is optimized, its assets are secure, its legacy is honored and its future roadmap for success is realistic and desirable.

1. BOARD RESPONSIBILITIES

Directors are dutiful in loyalty and in care and diligence in fulfilling their responsibilities for the following:

1. • Ensuring that the Company has a sound process for creating strategic direction and that directors add a competitive advantage to that process;
   • Monitoring key performance indicators (including major loans, capital expenditures, operating budgets, retention of talent and evolution of the culture to support the strategy) and the execution of the Company's strategy against stated objectives through appropriate information, control and audit systems;
   • Ensuring that the Company maintains all legal and ethical standards, including taking reasonable and responsible action to ascertain that all financial disclosures accurately represent the Company in conformity with law;
   • Selecting and working collaboratively with the Chief Executive Officer (CEO), ensuring that processes exist to provide continuous superlative talent at the executive level;
   • Assessing the risk climate of the Company and ensuring that it has rigorous risk management practices;
   • Staying abreast of the concerns of stakeholders; and
   • Creating, evaluating and continuously evolving its governance processes in keeping with the best practices of high performing organizations.
2. ETHICS

The board expects of itself and all leaders strong, principled and ethical leadership to model the values upon which the Company's heritage is based. The board expects directors, as well as officers and employees, to act ethically at all times and to adhere to the requirements of the Company's Code of Ethics and Business Conduct.