Governance and Operations Committee Charter

Governance and Operations Committee Charter of the Board of Directors, Federal Reserve Bank of St. Louis

Effective as of July 31, 2022

Purpose

The purpose of this charter is to define the role and responsibilities of the Governance and Operations Committee (the “Committee”) of the Board of Directors of the Federal Reserve Bank of St. Louis (the “Bank”). The primary purposes of the Committee are oversight of the material activities performed by or for the Bank; the oversight of the Bank’s major human resources policies and programs; and the review of the activities of the Board of Directors to ensure that appropriate practices are used. The duties of the Committee are more fully described below.

Organization

The Committee will consist of three or more members of the Board of Directors of the Bank, appointed as provided in the Bank’s Bylaws. The Deputy Chair of the Board of Directors is an ex-officio member and will serve as the Committee Chair.

Meetings

The Committee will meet at least once per calendar quarter. Meetings may be held more often at the discretion of the Committee Chair. Following each meeting, the Committee Chair shall report on the Committee’s activities, discussions, and decisions to the Board of Directors of the Bank.

Primary Responsibilities

The Committee shall have such duties as may be assigned to it by the Board of Directors from time to time in addition to the duties described below. The operating responsibilities of the Committee are:

1. To provide feedback on (1) Bank’s strategic plan to ensure Bank’s goals, supporting strategies and desired outcomes align with the System’s mission and Bank’s vision and core values; and (2) the strategies and risks of select Bank divisions.
2. To provide oversight for (i) material activities performed by Bank in providing services to other Federal Reserve Banks and to the U.S. Department of the Treasury; and (ii) critical services provided by other Federal Reserve Banks to Bank.
3. To review and provide feedback on Bank’s budget and make appropriate recommendations to the Board of Directors.
4. To ensure that services provided to the U.S. Department of the Treasury are performed effectively.

The human resources responsibilities of the Committee are, as deemed necessary:

5. To provide feedback on significant human resources policies affecting Bank employees, including policies that protect employee health and safety.
6. To review and approve salary, benefits and other compensation policies and systems; provided, however, that the Committee shall not be required to approve the Bank’s healthcare benefit pricing decisions.
7. To appoint and approve compensation of senior and executive vice presidents, and evaluate the performance of and approve compensation for Bank’s First Vice President; provided, however, that members of the Committee who are Class A directors and any Class B directors who are affiliated with a thrift holding company that is supervised by the Federal Reserve may not participate in appointing or approving compensation of the Bank’s senior officer (below the rank of President) with responsibility for supervision and regulation. The Committee shall not be required to evaluate and approve compensation of any other Bank employee.
8. To review Bank’s EEO performance, to provide recommendations in furtherance of Bank’s diversity and inclusion initiatives, and to provide feedback on effective strategies in support of increasing diversity in Bank management.
9. To monitor the Bank’s succession planning process, official appointments below the level of senior vice president, and employee development programs.

The governance responsibilities of the Committee are, as deemed necessary:

10. To develop corporate governance principles in support of effective organizational roles and responsibilities and make appropriate recommendations to the Board of Directors.
11. To provide feedback on Bank’s ethics program, including guidance for Bank employees and directors.
12. To review and ensure the Directors effectively address the topics presented to them.
13. To oversee Bank’s new director orientation program and revise, as appropriate.
14. To monitor Bank’s reputation with external constituencies and make recommendations to address issues identified as a result of such observations.
15. To review and assess this Charter at least triennially and make changes as appropriate to ensure the Committee effectively fulfills its responsibilities.