Nominating and Corporate Governance Committee Charter


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Nominating and Corporate Governance Committee Charter

SECTION 1. Purpose.
The Nominating and Corporate Governance Committee (the “Nominating Committee”) is appointed as of January 1, 2004, by the Board of Directors (the “Board”) of the Federal Reserve Bank of New York (the “Bank”) 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; and to review and revise the charters of Board committees.

SECTION 2. Committee Membership.
The Nominating Committee shall consist of no fewer than five members. The members of the Nominating Committee shall be appointed by the Board. 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
The Nominating Committee may transact business though notational voting subject to the following restrictions:

notational voting shall be allowed only for routine matters, such as the annual approval of Committee charters;
the decision to allow notational voting on any particular matter shall be subject to the approval of the Chair of the Committee;
only actual votes shall be counted – silence shall not be interpreted as consent; and
action by the Committee pursuant to notational voting shall be upon a vote of a majority of the Committee members.

SECTION 5. Committee Authority and Responsibilities
The Nominating 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Board membership (consistent with Section 4 of the Federal Reserve Act, as the same may be amended, supplemented, superseded or otherwise modified) and making Board committee assignments.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 Nominating Committee shall confer with the President of the Bank. The specific responsibilities of the Nominating Committee include:

establishing the criteria for Board membership and Board committee assignments;
considering, recommending and recruiting candidates to fill new positions on the Board and Board committees;
reviewing candidates recommended by others;
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; and
recommending the nominees for approval and making Board committee assignments.

The Nominating Committee’s additional functions are:

to consider questions of possible conflicts of interest of Board members and of senior executives;
to monitor and recommend the functions of the various committees of the Board;
to annually administer evaluations of the performance of the Board, Board committees and their members;
to review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval;
to review the Nominating Committee’s own performance; and
to annually review and reassess the adequacy of the charters of each other Board committee and recommend any proposed changes to the Board for approval.