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Nominating and Corporate Governance Committee Charter
|SECTION 1. Authority and Purpose
The Nominating and Corporate Governance Committee (the Nominating Committee) operates pursuant to the bylaws of the Federal Reserve Bank of New York (the Bank), as adopted and amended from time to time by the Bank's Board of Directors (the Board). The purpose of the Nominating Committee is to consider and make recommendations concerning Board and Board committee membership; to assign Board members to Board committees; to evaluate the performance of the Board committees and their members; to review and revise the charters of Board committees; and to consider other corporate governance matters related to the Board, including waivers and risk events concerning Directors.
|SECTION 2. Committee Membership
The Nominating Committee shall consist of no fewer than five members, no more than two of whom may be Class A directors. The members of the Nominating Committee shall be appointed by the Board. The Chair of the Nominating Committee shall be either a Class B or Class C director. Nominating Committee members may be replaced by the Board.
|SECTION 3. Meetings
The Nominating Committee shall meet as often as it determines, but not less frequently than annually. Three or more members of the Nominating Committee shall constitute a quorum for the transaction of business, and action by the Nominating Committee shall be upon the vote of a majority of those present at any meeting at which a quorum is present. The President of the Bank shall attend meetings at the Nominating Committee’s request to provide input on board membership and committee assignments. The Nominating Committee shall meet in executive session when determining its final recommendation to the Board regarding new Board members and when making Board committee assignments.
SECTION 4. Notational Voting
(a) notational voting shall be allowed only for routine matters, such as the annual approval of Committee charters;
SECTION 5. Committee Authority and Responsibilities
The Nominating Committee’s additional functions are:
Effective as of January 17, 2013