Nominating and Governance Committee Charter

Federal Reserve Bank of Minneapolis
December 2011

Purpose

The Nominating and Governance Committee is a permanent committee of the Federal Reserve Bank of Minneapolis (Bank) as specified in the Bank’s bylaws. The purpose of the Nominating and Governance Committee is to consider and make recommendations conce(Board) rning the Board of Directors membership and to provide oversight of corporate governance.

Membership

The Nominating and Governance Committee is composed of the Board chair and two or more other members of the Board (typically Class C directors) who serve during the calendar year or until their successors are appointed. The chair of the Board typically serves as the chair of the Nominating and Governance Committee.

Two members of the Nominating and Governance Committee shall constitute a quorum for the transaction of business, and action of the Committee shall be upon vote of a majority of those present at any meeting of the Committee.

Meetings

The Nominating and Governance Committee meets as needed throughout the year, but generally not less frequently than annually. The Bank president and/or first vice president may attend meetings of the Nominating and Governance Committee to provide input on potential Board candidates.

Responsibilities

The specific responsibilities of the Nominating and Governance Committee are outlined below.

1. Consider and recommend candidates for Board of Governors-appointed directorships at Minneapolis (Class C)¹ and the two Board of Governors-appointed directorships at Helena.
2. Provide oversight and evaluation of governance matters including, but not limited to, the bylaws, Board committee structure, and Board committee charters. Recommend any proposed revisions to governance documents to the full Board for action.
3. Oversee compliance with director-related policies concerning conflicts, eligibility, rotation, investment restrictions, conduct, and political activity.

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