SECTION I. Authority and Purpose
The Nominating and Corporate Governance Committee (“Committee”) of the Board of Directors (“Board”) of the Federal Reserve Bank of New York (“Bank”) operates pursuant to the bylaws of the Bank and consistent with the applicable policies of the Board of Governors of the Federal Reserve System (“Board of Governors”).

The Committee is appointed by the Board for the purpose of assisting it in (1) considering and making recommendations concerning Board and Board committee membership; (2) assigning Board members to Board committees; (3) evaluating the performance of the Board committees and their members; (4) reviewing and revising the charters of Board committees; and (5) considering other corporate governance matters related to the Board, including waivers and risk events concerning Directors.
SECTION II. Committee Membership
The Committee shall consist of no fewer than three members and no more than five members, no more than two of whom may be Class A directors.  The members of the Committee shall be appointed by the Board.  The Chair of the Committee shall be either a Class B or Class C director.  Committee members may be replaced by the Board.

SECTION III. Meetings
The Committee has the authority to meet as often as circumstances require, but not less frequently than annually. A majority of the current members of the Committee shall constitute a quorum for the transaction of business, and action at a meeting by the 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 Committee’s request to provide input on Board membership and committee assignments. At its discretion, the Committee may meet in executive session when determining its final recommendation to the Board regarding new Board members and when making Board committee assignments.

The Corporate Secretary, in consultation with, and subject to the oversight of, the Committee Chair, will prepare meeting agendas and distribute agendas and other briefing materials to Committee members in advance of meetings. The Corporate Secretary will ensure that meeting minutes are prepared.

SECTION IV. Notational Voting
The Committee may transact business though notational voting subject to the following restrictions:

(a) notational voting shall be allowed only for routine matters, such as the annual approval of Committee charters;

(b) the decision to allow notational voting on any particular matter shall be subject to the approval of the Chair of the Committee;

(c) only actual votes shall be counted – silence shall not be interpreted as consent; and

(d) action by the Committee pursuant to notational voting shall be upon a vote of a majority of the Committee members.

SECTION V. Committee Responsibilities
The Committee is responsible for considering and making recommendations concerning Board membership (consistent with Section 4 of the Federal Reserve Act, as the same may be amended, supplemented, superseded or otherwise modified) and making Board committee assignments. In considering and making recommendations concerning Board membership, the Committee shall confer with the President of the Bank. The specific responsibilities of the Committee include:

(a) establishing the criteria for Board membership and Board committee assignments;

(b) considering, recommending and recruiting candidates to fill open seats on the Board and Board committees;

(c) reviewing candidates recommended by others; and

(d) conducting the appropriate and necessary inquiries into the backgrounds and qualifications, including capability, availability to serve, conflicts of interest and other relevant factors, of possible candidates.

The Committee’s additional functions are:

(a) to consider questions of possible conflicts of interest of Board members and of senior executives;

(b) to oversee compliance with Director-related policies concerning eligibility, rotation, investment restrictions, conduct, and political activity, including the issuance of waivers of any prohibitions set forth in those policies, and to ensure that the Audit and Risk Committee is properly informed of risk events related to those policies;

(c) to monitor and recommend the functions of the various committees of the Board;

(d) to annually administer evaluations of the performance of the Board, Board committees and their members, including a review and assessment of whether the work of the Board and Board committees are sufficiently integrated with each other and with the mission of the Bank;

(e) to annually review and reassess the adequacy of the charters of each other Board committee, confirm that all responsibilities outlined therein have been carried out, and recommend any proposed changes to the Board for approval;

(f) to review and reassess the adequacy of this Charter annually, confirm that all responsibilities outlined herein have been carried out, and recommend any proposed changes to the Board for approval;

(g) to perform an annual self-evaluation of the Committee’s responsibilities as stated in the Bank’s bylaws and this Charter; and

(h) to make reports to the Board at least annually.

Effective as of January 1, 2016