Board Committees
Audit Committee | Finance Committee | Governance Committee | Major Projects Committee
Audit Committee
(Established November 16, 2006)
Committee Members
- J. Donald Rice Jr. - Chair
- Brandon R. Sall
- Richard N. Simberg
- Chairman Howard P. Milstein (ex-officio)
Committee Charter
TAP-113 (04/2010)
New York State Thruway Authority
New York State Canal Corporation
Purpose
The Audit Committee shall oversee: (1) the quality and integrity of the financial statements of the New York State Thruway Authority (Authority), including the New York State Canal Corporation (Corporation) and the Canal Development Fund; (2) the qualifications and independence of the Authority/Corporation’s independent auditor; (3) the Authority/Corporation’s internal controls and compliance systems; (4) the Authority/Corporation’s compliance with applicable legal and regulatory requirements; and (5) the performance of the Authority/Corporation’s internal audit function.
Membership
Subject to statutory requirements, the Audit Committee shall consist of three (3) or more independent Board members who shall constitute a majority of the Committee; provided, however, that in the event the Authority/Corporation Boards have less than three (3) independent members, the Chairman may appoint non-independent members to the Committee, provided that the independent members constitute a majority of the Committee. The Chairman of the Authority/Corporation Boards shall serve as an ex officio member of the Audit Committee. All members shall possess the necessary skills to understand the duties and functions of the Audit Committee and shall be familiar with corporate financial and accounting practices.
For the purposes of this Charter, the requirements for being an independent Board member are outlined in §2825 of the Public Authorities Law, as amended.
The Chairman of the Authority and Corporation Boards is authorized to establish committee membership and amend as appropriate.
Meetings
The 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. One meeting shall be held prior to commencement of the annual independent audit of the Authority/Corporation’s financial statements to review the audit plan and to review progress made on any recommendations from the prior year’s audit. The second meeting shall be held after the annual independent audit is completed. Committee members shall be furnished with copies of the minutes of each meeting. Committee Meetings shall be conducted in accordance with applicable provisions of Article 7 of the Public Officers Law, including notice and minutes requirements.
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.
Authority and Responsibilities
The Audit Committee shall be responsible for the appointment of the independent auditor retained by the Authority/Corporation and for approving the scope of services, the compensation terms and the terms and conditions for such auditor. In no event shall the independent auditor be permitted to provide non-audit services to the Authority/Corporation or services which may pose a conflict or impairment of independence.
The Audit Committee shall periodically review and approve the Authority/Corporation’s internal controls and compliance systems.
Financial Statements and Disclosure Matters
The Audit Committee shall:
- Review significant accounting and reporting policies and issues, including complex or unusual transactions and highly judgmental areas, and recent professional and regulatory pronouncements, and understand their impact on the financial statements.
- Review and discuss any significant risks reported in the independent audit findings and recommendations, and assess the responsiveness and timeliness of management’s follow-up activities pertaining to those risks.
- Meet with the Authority/Corporation’s independent auditor at least annually, to discuss the financial statements of the Authority/Corporation and any deficiencies noted with the Authority/Corporation’s management systems and operations.
- Review reports from the Authority/Corporation’s independent auditor or the Chief Financial Officer, if any, on:
- Changes to significant accounting policies and practices.
- All alternative treatments of financial information within generally accepted accounting principles.
- Other material written communications between the Authority/Corporation’s independent auditor and the Authority/Corporation Executive Staff such as any management letter or schedule of unadjusted differences.
- Internal controls and the attestation of such reports by the Authority/Corporation’s independent auditor.
- Review, discuss and accept, in consultation with the Executive Director, the Chief Financial Officer and the Authority/Corporation’s independent auditor, the annual audited financial statements of the Authority/Corporation, including related disclosures, the management discussion and analysis section of such statements, and the single audit.
- Review, discuss and accept, as the Committee deems appropriate, in consultation with the Executive Director and the Chief Financial Officer, the Authority/Corporation’s financial report(s), including the results of the Authority/Corporation’s independent auditor’s review of such report(s), if any.
Oversight of the Authority/Corporation’s Independent Auditor
The Audit Committee shall:
- Review the performance of the Authority/Corporation’s independent auditor team.
- Review management’s assessment on the Authority/Corporation’s independent auditor’s internal quality control procedures, or any material issues raised by the most recent internal quality control review or peer review of the firm and all relationships between the independent auditor and the Authority/Corporation.
Oversight of the Authority/Corporation’s Internal Audit Function
The Audit Committee shall:
- Review management’s summary of the activities of the Department of Audit and Management Services and the Bureau of Fiscal and Toll Audit of the Department of Finance and Accounts including any identified material issues. The Committee will review audit reports and approve procedures for implementing the accepted recommendations, when necessary.
- Approve the scope of the annual audit plans prepared by the Department of Audit and Management Services and the Bureau of Fiscal and Toll Audit submitted by the Director of Audit and Management Services.
- Review and adjust, as necessary, the reporting structure for the internal audit function to maintain organizational independence.
- Review management reports on internal controls submitted annually to the New York State Division of the Budget.
Compliance Oversight Responsibilities
The Audit Committee shall:
- Review reports from the Executive Director, the Chief Financial Officer, the General Counsel and the Authority/Corporation’s independent auditor regarding the Authority/Corporation’s conformity with applicable legal requirements.
- Review all reports sent to or delivered by the Office of the State Inspector General (OSIG) (or, where applicable, the Director of Audit and Management Services) to the Authority/Corporation. The Committee Chair (or his/her designee) shall serve as a point of contact with the OSIG.
- Ensure procedures are in place for the confidential receipt, retention and investigation of complaints regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission by employees of concerns regarding auditing matters or allegations of fraud, corruption, criminal activity, waste or abuse and for the referral of appropriate matters to the Director of Audit and Management Services or OSIG.
- Investigate compliance with the Authority/Corporation’s policies and/or refer instances of non-compliance to OSIG (or, where applicable, the Director of Audit and Management Services) for investigation.
- Discuss with the General Counsel any legal matters that may have a material impact on the financial statements or the Authority/Corporation’s compliance policies.
Other Responsibilities
The Audit Committee shall:
- Obtain the necessary training to enhance Committee members’ understanding of the role of internal audits and the independent auditor, the risk management process, internal controls and to attain a certain level of familiarity in financial reporting standards and processes.
- Review and reassess the adequacy of this Charter, annually, and recommend any proposed changes to the Board to make amendments as needed.
- Conduct an annual self-evaluation of its performance, including its effectiveness and compliance with this Charter and request Board approval for proposed changes.
- Institute and oversee special investigations as needed.
- Perform such other duties as the Committee considers appropriate.
Finance Committee
(Established April 1, 2010)
Committee Members
- E. Virgil Conway - Chair
- J. Donald Rice Jr.
- Richard N. Simberg
- Chairman Howard P. Milstein (ex-officio)
Committee Charter
TAP-123 (04/2010)
New York State Thruway Authority
New York State Canal Corporation
Purpose
The Finance Committee shall oversee: (1) the financial policies and financial matters of the Authority/Corporation; (2) review proposals for the issuance of debt; and (3) risk management.
Membership
Subject to statutory requirements, the Finance Committee shall consist of three (3) or more independent Board members, who shall constitute a majority of the Committee; provided, however, that in the event the Authority/Corporation Boards have less than three (3) independent members, the Chairman may appoint non-independent members to the Committee, provided that the independent members constitute a majority of the Committee. The Chairman of the Authority/Corporation Boards shall serve as an ex officio member of the Finance Committee. All members shall possess the necessary skills to understand the duties and functions of the Finance Committee.
For the purposes of this Charter, the requirements for being an independent Board member are outlined in §2825 of the Public Authorities Law, as amended.
The Chairman of the Authority and Corporation Boards is authorized to establish committee membership and amend as appropriate.
Meetings
The 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 members shall be furnished with copies of the minutes of each meeting. Committee Meetings shall be conducted in accordance with applicable provisions of Article 7 of the Public Officers Law, including notice and minutes requirements.
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.
Authority and Responsibilities
The Finance Committee shall:
- Review, discuss and accept, as the Committee deems appropriate, the Authority/Corporation’s Annual Budget and financial plans and any changes thereto.
- Review, discuss and accept, as the Committee deems appropriate, the Authority/Corporation’s Quarterly and Annual Investment Reports.
- Review, discuss and accept, as the Committee deems appropriate, the Authority/Corporation’s Multi-Year Capital Program.
- Review, discuss and accept, as the Committee deems appropriate, the Authority/Corporation’s Annual Contracts Program.
- Review, discuss and accept, as the Committee deems appropriate, the Authority/Corporation’s proposals for toll rate and fee adjustments.
- Review, discuss and accept, as the Committee deems appropriate, the Authority/Corporation’s proposals for modifications to various financial guidelines, including, but not limited to, Guidelines for Entering Into Payment Agreements.
- Review, discuss and accept, as the Committee deems appropriate, the Authority/Corporation’s proposed General Revenue and State Supported Debt bond transactions and hedge transactions.
- Review, discuss and accept, as the Committee deems appropriate, the Authority/Corporation’s policies and/or practices with regards to risk assessment and management, including policies and/or practices governing the process by which the Authority/Corporation’s exposure to risk is handled.
Other Responsibilities
- Obtain the necessary training to enhance Committee members’ understanding of corporate and public finance.
- Review and reassess the adequacy of this Charter, annually, and recommend any proposed changes to the Board to make amendments as needed.
- Conduct an annual self-evaluation of its performance, including its effectiveness and compliance with this Charter and request Board approval for proposed changes.
- Perform such other duties as the Committee considers appropriate.
Governance Committee
(Established March 3, 2005)
Committee Members
- Brandon R. Sall - Chair
- Donna J. Luh
- Richard N. Simberg
- Chairman Howard P. Milstein (ex-officio)
Committee Charter
TAP-114 (07/2010)
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.
Major Projects Committee
(Established March 2, 2012)
Committee Members
- Chairman Howard P. Milstein - Chair
- Brandon R. Sall
- Richard N. Simberg
- Jose Holguin-Veras, Ph.D.
Committee Charter
New York State Thruway Authority
New York State Canal Corporation
Purpose
The purpose of the Major Projects Committee (Committee) will be to assist and advise the full Thruway Authority and Canal Corporation Boards with respect to the progress and key decisions required for major projects. Such responsibilities shall include, but not be limited to the following:
- Be available to consult with Staff and consultants on major projects;
- Provide guidance to Staff regarding major projects; and
- Advise the full Boards prior to key approvals that are required for major projects.
Membership
The Committee shall consist of three (3) Board members who shall constitute a majority of the Committee; provided, however, that in the event the Boards have less than three (3) independent members, the Chairman may appoint non-independent members to the Committee, provided that the independent members constitute a majority of the Committee. The Chair of the Boards shall serve as an ex officio member of the Committee and Chair the Committee. All members shall possess the necessary skills to understand the duties and functions of the Committee.
For the purposes of this Charter, the definition of what constitutes an independent Board Member shall be the same as outlined in §2825 of the Public Authorities Law, as amended.
The Chairman of the Boards is authorized to establish Committee membership and change such membership as the Chairman deems appropriate.
Meetings
The 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. Meetings shall be held prior to the Boards voting on a resolution relating to major projects. Committee members shall be furnished with copies of the minutes of each meeting. Committee meetings shall be conducted in accordance with applicable provisions of Article 7 of the Public Officers Law, including the notice and minutes requirements thereof.
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.
Authority and Responsibilities
The Authority Board has delegated to the Committee the power and authority necessary to discharge its duties, including the right to periodically advise Thruway Authority Staff relating to major projects. However, the Committee shall not have the right to approve key decisions that would otherwise require full Authority Board authorization.
Additional responsibilities include the following:
- Advise the Boards prior to votes on resolutions relating to major projects.
- Meet with Staff and consultants periodically to discuss major projects.
- Advise and provide direction to Staff regarding issues relating to major projects.
- Perform such other duties as the Committee considers appropriate.