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Governance and Operations Committee Charter

(Effective as of October 4, 2017)

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 Chairman of the Board of Directors will chair the Committee. The Chairman of the Board of Directors is an ex-officio member and may also participate in all committee meetings and deliberations.

Meetings

The Committee will meet at least once per calendar quarter. Meetings may be held more often at the discretion of the Committee Chairman. Following each meeting, the Committee Chairman 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. 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. Treasury are performed effectively.


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

  1. To provide feedback on significant human resources policies affecting Bank employees, including policies that protect employee health and safety.
  2. To review and approve salary, benefits and other compensation policies and systems.
  3. 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.
  4. To review Bank’s EEO performance and provide recommendations in furtherance of Bank’s diversity and inclusion initiatives, and provide feedback on effective strategies in support of increasing diversity in Bank management.
  5. 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:

  1. To develop corporate governance principles in support of effective organizational roles and responsibilities and make appropriate recommendations to the Board of Directors.
  2. To provide feedback on Bank’s ethics program, including guidance for Bank employees and directors.
  3. To review and ensure the Directors effectively address the topics presented to them.
  4. To oversee Bank’s new director orientation program and revise, as appropriate.
  5. To monitor Bank’s reputation with external constituencies and make recommendations to address issues identified as a result of such observations.
  6. To review and assess this Charter on a periodic basis and make changes as appropriate to ensure the Committee effectively fulfills its responsibilities.