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New York State Thruway Authority

Board Committees

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 (09/2013)

New York State Thruway Authority
New York State Canal Corporation

Purpose

In conformance with §2824(4) of the Public Authorities Law, the purpose of the Audit Committee ("Committee") is to assist the New York State Thruway Authority and the New York State Canal Corporation ("Authority/Corporation") Boards ("Boards") to oversee the:

  • Quality and integrity of the financial statements of the Authority/Corporation and the Canal Development Fund;
  • Qualifications and independence of the Authority/Corporation's independent auditor;
  • Authority/Corporation's internal controls and compliance systems;
  • Authority/Corporation's compliance with applicable financial, legal and regulatory requirements; and
  • Performance of the Authority/Corporation's internal audit function.

Membership

Subject to statutory requirements, the 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 Boards have less than three (3) independent members, the Chairman of the Boards may appoint non-independent members to the Committee, provided that the independent members constitute a majority of the Committee.  The Chairman of the Boards shall serve as an ex officio member of the Committee.  All members shall possess the necessary skills to understand the duties and functions of the Committee and shall be familiar with corporate financial and accounting practices.

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.  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 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 Boards have delegated to the Committee the following power and authority necessary to discharge its duties:

Oversight of the Authority/Corporation's Independent Auditor

The Committee shall:

  1. Recommend to the Boards the hiring of an independent auditor including, but not limited to, the scope of services and the compensation terms for the retention of 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.
  2. Review the performance of the Authority/Corporation's independent auditor team.
  3. Review Executive Staff'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.

Financial Statements and Disclosure Matters

The Committee shall:

  1. 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.
  2. Review and discuss any significant risks reported in the independent audit findings and recommendations, and assess the responsiveness and timeliness of Executive Staff's follow-up activities pertaining to those risks.
  3. 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.
  4. Review reports from the Authority/Corporation's independent auditor or the Chief Financial Officer, if any, on:
    1. Changes to significant accounting policies and practices.
    2. All alternative treatments of financial information within generally accepted accounting principles.
    3. 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.
    4. Internal controls and the attestation of such reports by the Authority/Corporation's independent auditor.
  5. 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.
  6. 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 Internal Audit Function

The Committee shall:

  1. Review Executive Staff'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.
  2. 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.
  3. Review and adjust, as necessary, the reporting structure for the internal audit function to maintain organizational independence.
  4. Review Executive Staff reports on internal controls as required by the New York State Governmental Accountability, Audit and Internal Control Act.

Compliance Oversight Responsibilities

The Committee shall:

  1. 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 financial legal requirements. 
  2. 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. 
  3. 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.
  4. 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.
  5. 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 Committee shall:

  1. 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.
  2. Review and reassess the adequacy of this Charter, annually, and recommend to the Boards any proposed amendments to this Charter as the Committee deems appropriate.
  3. Conduct an annual self-evaluation of its performance, including its effectiveness and compliance with this Charter.
  4. Institute and oversee special investigations as needed.
  5. Perform such other duties as the Committee considers appropriate.

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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 (09/2013)

New York State Thruway Authority
New York State Canal Corporation

Purpose

In conformance with §2824(8) of the Public Authorities Law, the purpose of the Finance Committee ("Committee") is to assist the New York State Thruway Authority and the New York State Canal Corporation ("Authority/Corporation") Boards ("Boards") by:

  • Examining financial policies and financial matters of the Authority/Corporation, including the management of budgets, investments and toll rates;
  • Reviewing proposals for the issuance of debt; and
  • Advising on risk management.

Membership

Subject to statutory requirements, the 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 Boards have less than three (3) independent members, the Chairman of the Boards may appoint non-independent members to the Committee, provided that the independent members constitute a majority of the Committee.  The Chairman of the Boards shall serve as an ex officio member of 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.  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 Boards have delegated to the Committee the power and authority necessary to discharge its duties, including the right to review, discuss and accept, as the Committee deems appropriate, the Authority/Corporation's:

  1. Annual Budget and financial plans and any changes thereto.
  2. Quarterly and Annual Investment Reports.
  3. Multi-Year Capital Program.
  4. Annual Contracts Program.
  5. Proposals for toll rate and fee adjustments.
  6. Proposals for modifications to various financial guidelines, including, but not limited to, Guidelines for Entering Into Payment Agreements.
  7. Proposed General Revenue and State Supported Debt bond transactions and hedge transactions. 
  8. 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

The Committee shall:

  1. Obtain the necessary training to enhance Committee members' understanding of corporate and public finance.
  2. Review and reassess the adequacy of this Charter, annually, and recommend to the Boards any proposed amendments to this Charter that the Committee deems appropriate.
  3. Conduct an annual self-evaluation of its performance, including its effectiveness and compliance with this Charter.
  4. Perform such other duties as the Committee considers appropriate.

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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 (09/2013)

New York State Thruway Authority
New York State Canal Corporation

Purpose

In conformance with §2824(7) of the Public Authorities Law, the purpose of the Governance Committee ("Committee") is to assist the New York State Thruway Authority and the New York State Canal Corporation ("Authority/Corporation") Boards ("Boards") by:

  • Keeping the Boards informed of current best practices in corporate governance, including reviewing corporate governance trends, and 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 Boards; and
  • Recommending Bylaws which include rules and procedures for the conduct of Board business.

Membership

Subject to statutory requirements, the Committee shall consist of three (3) or more independent Board Members, who shall constitute a majority on the Committee; provided, however, that in the event the Boards have less than three (3) independent members, the Chairman of the 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 Boards shall serve as an ex officio member of 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.  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 Boards have delegated to the Committee the necessary power and authority to discharge its duties:

Relationship to the Boards

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

  1. 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.
  2. Develop the competencies and personal attributes required of Board Members to assist those authorized to appoint Members to the Boards in identifying qualified individuals.
  3. Develop and provide recommendations to the Boards on performance evaluations, including coordination and oversight of such evaluations of the Boards.
  4. Examine ethical and conflict of interest issues and make recommendations to the Boards.

Evaluation of Authority/Corporation Policies*

* 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.

The Committee shall:

  1. Review 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.
  2. Review and recommend to the Boards any revisions to the Authority/Corporation's written policies regarding the protection of whistleblowers from retaliation.
  3. Review and recommend to the Boards any required revisions to the Authority/Corporation's equal opportunity and affirmative action policies.
  4. 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.
  5. 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.
  6. 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.
  7. 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 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 Committee shall:

  1. Obtain the necessary training to enhance Committee members' understanding of good governance standards and processes.
  2. Review and reassess the adequacy of this Charter, annually, and recommend to the Boards any proposed amendments to this Charter that the Committee deems appropriate.
  3. Conduct an annual self-evaluation of its performance, including its effectiveness and compliance with this Charter.
  4. Pursuant to §2824-9 of the Public Authorities Law, annually re-examine the Authority/Corporation's mission statement and the measurements by which performance of the Authority/Corporation and achievement of its goals may be evaluated, and publish a self-evaluation based on the stated measurements.
  5. Obtain advice and assistance from in-house or outside counsel, accounting and other advisors as the Committee deems necessary.
  6. Perform such other duties as the Committee considers appropriate.

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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
TAP-111 (09/2013)

New York State Thruway Authority
New York State Canal Corporation

Purpose

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

  • Consulting with Executive Staff and consultants on major projects; and
  • Advising the full Boards on major projects.

Membership

The 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 Boards have less than three (3) independent members, the Chairman of the Boards may appoint non-independent members to the Committee, provided that the independent members constitute a majority of the Committee.  The Chairman 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.  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 Boards have delegated to the Committee the power and authority necessary to discharge its duties, including the right to periodically advise and provide direction to Executive Staff regarding issues relating to major projects.  However, the Committee shall not have the right to approve key decisions that would otherwise require full Board authorization.
Additional responsibilities include the following:

  1. Advise the Boards on major projects.
  2. Meet with Executive Staff and consultants periodically to discuss major projects.
  3. Perform such other duties as the Committee considers appropriate.

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