Financials & Governance

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Finance Committee Charter

I.      Purpose of Committee

The Finance Committee (the “Committee”) is a committee of the Corporation’s Board of Directors (the “Board”). The purpose of the Committee is to support the Board in fulfilling its financial oversight responsibilities.

II.     Committee Membership

The Committee is chaired by the Treasurer of the Board and the Committee shall have at least three (3) members at all times. All members of the Committee shall be members of the Board. Members of the Committee are appointed by the Board and may be subject to removal by the Board in accordance with the Corporation’s Bylaws. The Committee may elect a Vice Chair from among its members to have such authority and responsibility as the Committee shall determine.

III.   Committee Authority and Responsibilities

The Committee shall have the authority and responsibilities set forth below.

A. Financial Oversight

  1. Review and recommend Board approval of the Corporation’s annual budget, ensuring alignment with organizational strategies and priorities.
  2. Regularly monitor (1) financial results and forecasts compared to the approved budget; (2) key metrics including/but not limited to liquidity status, cash flow analysis, and functional allocation; and (3) other appropriate financial information concerning the Corporation.
  3. Review the IRS Form 990 and accompanying schedules before they are distributed to the full Board and filed with the IRS.

B.    Investment Oversight

  1. At least twice a year, meet with the Outsourced Chief Investment Officer (OCIO) and review the performance of invested funds, including funds in the employee retirement annuity plan.
  2. Review and approve fund performance for the charitable gift annuity pools.
  3. At least annually, review any significant actions taken by the Defined Contribution Plan Fiduciary Committee (a management committee with fiduciary responsibility for the Corporation and its affiliates’ various employer-sponsored defined contribution plans).
  4. At least annually, review the financial performance of BrightEdge, LLC and any significant actions taken by the Investment Fiduciary Committee of BrightEdge, LLC;

C. Policies

D. Oversee the adoption, implementation of, and compliance with the Corporation’s Board-approved financial policies and recommend appropriate revisions to the Board.

E. In carrying out its responsibilities, the Committee's policies should remain flexible in order to react to changing conditions and to ensure that the accounting and financial reporting practices of the Corporation are in accordance with all applicable requirements and are of the highest quality.

F. Other Authority and Responsibilities

  1. Have such other authority and responsibilities as may be provided in the Corporation’s Bylaws or may otherwise be delegated to the Committee by the Board.
  2. Oversee enterprise risk management related to financial oversight and submit a report to the Audit and Risk Committee as needed.
  3. Perform any other activities consistent with this Charter, the Corporation’s Bylaws and applicable law, as the Committee or the Board deems necessary or advisable or as required by law or regulation.
  4. Retain such outside counsel, experts, or other advisors as the Committee may deem advisable in its sole discretion to provide advice or other support to the Committee. The Committee Chair may invite external experts to participate in Committee meetings or work groups. Such external experts are advisory only and are not considered voting Committee members.

IV.   Committee Meetings

The Committee will meet at least annually and as often as it deems necessary or appropriate in accordance with this charter and the Bylaws.

If Committee meetings include external experts, the Committee will ensure that only independent directors and Committee members participate in any Committee deliberations or voting.

As necessary, the Committee will meet in a joint session with other committees regarding items of concern to both committees.

V.    Committee Minutes

The Committee will keep minutes of its meetings and shall report its actions to the Board at the next meeting of the Board.

VI.   Committee Evaluation

As directed by the Governance and Nominating Committee, at least every two years, the Committee will conduct a performance evaluation to review the performance of the Committee in relation to the requirements of this Charter and shall report the results of such review to the Board.