TAP-114 (07/2010)

GOVERNANCE COMMITTEE CHARTER
New York State Thruway Authority
New York State Canal Corporation

Purpose

The purpose of the Governance Committee is to assist the New York State Thruway Authority and the New York State Canal Corporation (Authority/Corporation) Boards by:

• Keeping the Boards informed of current best practices in corporate governance;

• Reviewing corporate governance trends for their applicability to the Authority/Corporation;

• Recommending updates to the Authority/Corporation's corporate governance policies;

• Advising those responsible for appointing members to the Boards on the skills, qualities and professional or educational experiences necessary to be effective Board Members;

• Examining ethical and conflict of interest issues;

• Performing self-evaluations of the Authority/Corporation Boards; and

• Recommending Bylaws which include rules and procedures for the conduct of Board business.
  

Powers

The Authority/Corporation Boards have delegated to the Governance Committee the power and authority necessary to discharge its duties, including the right to:

• Meet with and obtain any information it may require from Authority/Corporation staff.

• Obtain advice and assistance from in-house or outside counsel, accounting and other advisors as the Committee deems necessary.

• Solicit the services of persons having special competencies, including legal, accounting or other consultants, as the Committee deems necessary to fulfill its responsibilities.  The Committee shall have the authority to negotiate the terms and conditions of contracts with such persons, subject to the Boards’ Procurement Policies adopted pursuant to Public Authorities Law Section 2879, and to present such contracts to the Boards for their approval.
  

Membership

The members of the Governance Committee shall be appointed by, and serve at the discretion of, the Chairman of the Authority/Corporation Boards, who shall appoint one member of the Committee to serve as Chair of the Committee.

The Committee shall be comprised of three (3) or more independent Board Members, who shall constitute a majority on the Committee; provided, however, that in the event the Authority/Corporation Boards have less than three (3) independent members, the Chairman of the Authority/Corporation Boards may appoint non-independent members to the Committee, provided that the independent members constitute a majority of the members of the Committee.  The Chairman of the Authority/Corporation Boards shall serve as an ex officio member of the Committee.  For the purposes of this Charter, the term “independent” shall have the same meaning as that set forth in §2825 of the Public Authorities Law, as amended.

All Committee members shall possess the necessary skills to understand the duties and functions of the Committee.

Meetings

The Governance Committee shall meet a minimum of twice a year, with the expectation that additional meetings may be required to adequately fulfill all the obligations and duties outlined in this Charter.  Committee Meetings shall be conducted in accordance with applicable provisions of Article 7 of the Public Officers Law.

A majority of the members of the Committee then sitting shall constitute a quorum for the transaction of any business or the exercise of any power or function of the Committee and the Committee shall have the power to act by a majority of the members present (in person or via video conference) at any meeting.

Responsibilities

To accomplish the objectives of good governance and accountability, the Governance Committee has responsibilities related to: (a) the Authority/Corporation Boards; (b) evaluation of the Authority/Corporation’s policies¹; and (c) other miscellaneous issues.

¹   For the purposes of this Charter, policies shall mean general policies approved by the Boards.  The Executive Director is authorized to issue policy guidance to employees through the issuance of bulletins, directives, procedures or other publications.

Relationship to the Authority/Corporation Boards

The Boards have delegated to the Governance Committee the responsibility to review, develop, draft, revise or oversee policies for which the Governance Committee has specific expertise, as follows:

• Review and reassess the Authority/Corporation’s governance policies and practices, and recommend to the Boards suggested revisions.  These policies and practices should address transparency, independence, accountability, fiduciary responsibilities, and management oversight.

• Develop the competencies and personal attributes required of Board Members to assist those authorized to appoint Members to the Boards in identifying qualified individuals.

• Develop and provide recommendations to the Boards regarding Board Member education, including new Member orientation and regularly scheduled Board Member training to be obtained from State-approved trainers.

• Develop and provide recommendations to the Boards on performance evaluations, including coordination and oversight of such evaluations of the Boards. 

• Examine ethical and conflict of interest issues.

Evaluation of Authority/Corporation Policies

The Governance Committee shall:

• Review on an annual basis, and recommend to the Boards any revisions to the Authority/Corporation ethics policies.  Such policies shall be at least as stringent as required by applicable laws, rules and regulations.

• Review and recommend to the Boards any revisions to the Authority/Corporation’s written policies regarding the protection of whistleblowers from retaliation.

• Review and recommend to the Boards any required revisions to the Authority/Corporation’s equal opportunity and affirmative action policies.

• Review and recommend to the Boards any revisions to the Authority/Corporation’s written policies relating to the recording of lobbyists who attempt to influence: the adoption or rejection of any Authority/Corporation rule or regulation having the force and effect of law; or the outcome of any Authority/Corporation rate making proceeding. 

• Review and recommend to the Boards any revisions to the Authority/Corporation’s written policies regarding the procurement of goods and services, including policies relating to the disclosure of persons who attempt to influence the Authority/Corporation procurement process.

• Review and recommend to the Boards any revisions to the Authority/Corporation’s written policies regarding the disposition of real and personal property and the acquisition of real property or interests therein.

• Develop and recommend to the Boards any other policies or documents relating to the governance of the Authority/Corporation, including rules and procedures for conducting the business of the Authority/Corporation Boards (such as the Authority/Corporation Bylaws).  The Committee will oversee the implementation and effectiveness of the Bylaws and other governance documents and recommend modifications as needed.

Other Responsibilities

The Governance Committee shall:

• Annually review and reassess the adequacy of this Charter.

• Conduct an annual self-evaluation of the Committee’s functions and performance.

Reports

The Governance Committee shall:

• Report its actions and recommendations to the Boards at the next regular meeting of the Boards.

• Report to the Boards, at least annually, regarding any proposed changes to this Charter or governance practices.

• Provide a self-evaluation of the Committee’s functions on an annual basis.