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.
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.
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.
IV. Notational Voting
The Committee may transact business though notational voting subject to the following restrictions:
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:
The Committee's additional functions are:
Effective as of January 26, 2017