Nominating and Governance Committee Charter

Federal Reserve Bank of Minneapolis
Approved December 2025

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 act to make recommendations concerning the membership of the Bank’s Board of Directors (Board) and the Helena Branch Board of Directors (Branch Board) 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 constitute a quorum for the transaction of business, and action of the Committee is upon vote of a majority of members present at any meeting of the Committee.

Meetings

The Nominating and Governance Committee meets as needed. The Bank president and/or first vice president and/or other Bank staff may attend meetings of the Nominating and Governance Committee.

Any action that might be taken at a meeting of the Nominating and Governance Committee may be taken without a meeting if each of the committee members agrees in writing, which includes an electronic transmission. Such action is effective on the date on which the last writing is delivered or such other effective date as is set forth therein.

Responsibilities

The specific responsibilities of the Nominating and Governance Committee are:

1. Consider and recommend candidates for the Board of Governors-appointed directorships at Minneapolis (the three Class C seats)¹ and Helena (two of the five seats).
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.