Governance Committee Charter

Approved June 25, 2014

The Bylaws, Article IX, Section (e) states:

There shall be a governance committee of the Board consisting of not less than five nor more than seven trustees. The members of the committee shall be elected by the Board at the annual meeting each year and shall serve at the pleasure of the Board. The chair of the committee shall be elected by the Board. A vacancy in the committee may be filled by the Board at any meeting. No elected member of the committee shall be eligible for re-election thereto after serving on the committee for six consecutive years without an interruption of at least one year.

The committee shall submit to the Board at the annual meeting each year, and at other meetings as requested by the chair of the Board, the names of persons recommended by the committee for election as trustees, officers, members of committees and chairs of committees, after having circulated to the trustees, fifteen days in advance of the applicable meeting, written notification of the committee's intent to make the nomination, along with such information about the nominee as may be relevant.

The committee shall review how the Board functions and make recommendations to the board for effective governance. The committee shall engage in periodic assessments with trustees and identify any reason why a trustee should not be reelected to the Board for another term. The committee shall assist the Board with succession planning for the chair of the Board the president of the Fund.

In addition to the specific section of the Bylaws establishing the governance committee, other provisions of the Bylaws related to the committee include the following:

Composition

The chair of the Board and the president of the Fund shall be ex officio members of the committee.

Meetings

The chair of the Board shall be entitled to have notice of committee meetings and to attend and vote at such meetings, provided that, with the exception of the executive committee, the chair shall be under no obligation to attend and shall not be counted to determine the number necessary to make a quorum or to determine whether a quorum is present.

The president of the Fund shall be entitled to have notice of committee meetings and to attend and vote at meetings of committees of which the president is a member, but the president shall be under no obligation to attend and shall not be counted to determine the number necessary to make a quorum or to determine whether a quorum is present.

Any action required or permitted to be taken by the Board or any committee may be taken without a meeting, if all members of the Board or the committee consent in writing or electronically to the adoption of a resolution authorizing the action. If written, the consent must be executed by the trustee or committee member by signing the consent or causing his or her signature to be affixed to the consent by any reasonable means, including but not limited to facsimile signature. If sent electronically, the consent must set forth or be submitted with information from which it can reasonably be determined that the transmission of the consent was authorized by the trustee or committee member. The resolution and the consents thereto by the members of the Board or of such committee shall be filed with the minutes of the proceedings of the Board or of such committee.

Any one or more members of the Board or of a committee may participate in a meeting of the Board or the committee by means of a conference telephone, videoconference, or similar communications equipment if all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at the meeting.

Unless otherwise specified in the Bylaws, a majority of the members of each committee shall constitute a quorum for the transaction of business and an act of the majority of members present at the meeting shall be an act of the committee.

In addition to the requirements of the Bylaws, this charter sets forth the following additional provisions that guide the committee:

Purpose

The governance committee is charged by the Board of Trustees of the Rockefeller Brothers Fund with the responsibility of advising the Board on the composition and effectiveness of the Board and its standing committees and of ensuring governance best practices, including protecting the integrity and reputation of the Fund for the long-term.

Meetings

The committee shall meet as circumstances require, but at least once each year.

Responsibilities

The committee shall:

Review the size and composition of the Board; consider the profile of the Board as a whole in terms of diversity, age, skills, and experience; and identify current and future needs that should be met through election of trustees.
Establish criteria for the recruitment of Board candidates and evaluate new candidates for nomination to the Board as trustees, considering questions of independence and possible conflicts of interest of candidates, and whether a candidate has special interests or a specific agenda that would impair his or her ability to serve the Fund effectively.
Conduct all necessary and appropriate inquiries into the backgrounds and qualifications of possible trustee candidates.
Consult broadly with members of the Board when considering candidates for nomination as chair of the board.
Meet and formally agree to nominate at a board meeting the persons recommended by the committee for election as trustees, officers, members of committees and chairs of committees, after having circulated to the trustees, at least fifteen days in advance of the applicable meeting as required by the bylaws, written notification of the committee's intent to make the nomination, along with such information about the nominee as may be relevant.
As circumstances dictate, make any recommendations regarding periodic rotation of trustees among the committees and any term limitations of service on any committee of the Board.
Oversee the orientation program for trustees and make recommendations for enhancement.
Review and make recommendations to the board regarding the Fund’s governance policies,
procedures, and governance documents, such as the bylaws and committee charters.
Make recommendations for ongoing learning and development opportunities for trustees.
Oversee the board’s practices regarding trustee participation, conflict of interest, and
confidentiality.
Conduct periodic evaluations of the board and its committees that include consultation with
trustees and committee members to elicit their views and a group discussion led by the board
chair about performance including topics such as participation, quality of discussions, and
satisfaction in serving the Fund.
Conduct assessments with individual trustees at the end of their interim terms to discuss their
participation, performance, and satisfaction as a trustee and to determine the suitability of
their continued board service.
Assist the board with succession planning for the board chair.
Regarding all committee matters, respect the confidential nature of the committee’s
deliberations.
Maintain minutes of committee meetings and make periodic reports to the board