CHFC 2018 Proxy Statement

Board Committees Among others, the board of directors has established the following standing committees: • Audit Committee • Compensation and Pension Committee • Corporate Governance and Nominating Committee • Risk Management Committee The following table shows each person currently serving as a director, whether the person is an independent director and whether the director served on the committees identified below during 2017: Director Independent Director (1) Audit Committee Compensation and Pension Committee Corporate Governance and Nominating Committee Risk Management Committee James R. Fitterling Yes M (2) M C M Ronald A. Klein Yes M Richard M. Lievense Yes Barbara J. Mahone Yes M M M M John E. Pelizzari Yes M David T. Provost No Thomas C. Shafer (3) No Larry D. Stauffer Yes C M Jeffrey L. Tate (4) Yes M (2) C Gary Torgow No Arthur A. Weiss Yes C M Franklin C. Wheatlake Yes M M M M M - Member C- Chair (1) Independent as that term is defined by the NASDAQ Listing Rules, including such definitions applicable to each committee of the board of directors upon which he or she serves or served. In making this determination, the board of directors considered all ordinary course loan and other business transactions between the directors, the Corporation and Chemical Bank. (2) The board of directors has determined that these individuals are “audit committee financial experts” as defined by the SEC. (3) Appointed to the board of directors effective June 20, 2017. (4) Appointed to the board of directors effective March 1, 2017. Audit Committee. The Audit Committee was established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934. The Audit Committee oversees the accounting and financial reporting processes and audits of our consolidated financial statements on behalf of the board of directors and reports the results of its activities to the board of directors. TheAudit Committee is directly responsible for the appointment, compensation, retention, evaluation and oversight of the work of our independent registered public accounting firm. The Audit Committee also oversees and reviews the performance of our internal audit function. The Audit Committee has the full power and authority to perform the responsibilities of a public company audit committee under applicable law, regulations, NASDAQ Listing Rules and public company custom and practice. TheAudit Committee may establish subcommittees with such powers and authority as specifically determined and delegated by the Audit Committee. The Audit Committee operates pursuant to a written charter, a current copy of which is available on our corporate website at www.chemicalbank.com under “Investor Information.” The Audit Committee is comprised solely of “independent directors” as defined by NASDAQ Listing Rules. The Audit Committee has a Pre-Approval Policy to pre-approve the audit and non-audit services performed by our independent registered public accounting firm. All services provided by the independent registered public accounting firm are either within general pre-approved limits or specifically approved by theAudit Committee. The general pre-approval limits are detailed as to each particular service and are limited by a specific dollar amount for each type of service per project. Subject to certain limitations, the authority to grant pre-approvals may be delegated to one or more members of the Audit Committee. The Pre-Approval Policy requires the Audit Committee to be informed of the services provided under the pre- approval guidelines at the next regularly scheduled Audit Committee meeting. The Audit Committee has the authority to engage consultants, advisors and legal counsel at the expense of the Corporation. The Audit Committee met seven times during 2017. 11