Governance and Operations Committee Charter
Governance and Operations Committee Charter of the Board of Directors, Federal Reserve Bank of St. Louis
Effective as of December 5, 2024
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 to oversee the material activities of the Bank, including strategy, budget, and talent planning and performance; approve significant human resources policies, including compensation systems; and oversee the Bank’s corporate governance. 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. The Chair of the Board of Directors is an ex-officio member.
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 Committee shall:
- Review and provide feedback on the Bank’s overall efforts in achieving its goals, including: (i) reviewing the Bank’s strategic plan to ensure the Bank’s goals, supporting strategies and desired outcomes align with the Bank’s and the System’s vision, mission, and values; (ii) reviewing the Bank’s budget for future years as well as its performance against the budget for the current year, and (iii) reviewing the Bank’s talent management performance, including matters related to recruitment, promotion, compensation, and retention.
- Provide oversight for (i) material activities performed by Bank in providing services to other Federal Reserve Banks, the Board of Governors of the Federal Reserve System, the U.S. Department of the Treasury, and to third parties; and (ii) critical services provided by others to the Bank.
- Provide feedback on significant human resources policies affecting Bank employees.
- 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.
- 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 banking supervision and regulation. The Committee shall not be required to evaluate and approve compensation of any other Bank employee.
- Monitor the Bank’s succession planning process, official appointments below the level of senior vice president, and employee development programs.
- Develop corporate governance principles in support of effective organizational roles and responsibilities and make appropriate recommendations to the Board of Directors.
- Review and ensure the Directors effectively address the topics presented to them.
- Monitor Bank’s reputation with external constituencies and make recommendations to address issues identified as a result of such observations.
- Review and assess this Charter at least triennially and make changes as appropriate to ensure the Committee effectively fulfills its responsibilities.