EXECUTIVE COMMITTEE CHARTER
I. Purpose of the Committee
The Executive Committee (the “Committee”) has and exercises the authority to act for the Board in managing the business of the Foundation pursuant, but not limited to, the duties and activities identified in the Bylaws and this Charter during the intervals between meetings of the Board of Directors, to the extent allowed by law and within the limits established in this Charter and the Bylaws.
II. Committee Membership
Membership of this Committee shall consist of the Chair and Vice Chair of the Board, the chairs of the Nominating and Governance, Finance, and Audit Committees, the Dean of the UNC Medical School as well as three (3) other elected Directors. (If any person holds more than one of the foregoing offices with the Corporation, the Board shall appoint one or more additional directors so that there are nine (9) different Committee members.) The Chair of the Board shall serve as Chair of the Executive Committee.
III. Committee Authority and Responsibility
In furtherance of the powers described in the “Purpose” section above, and any other authority that may be assigned by the Board from time to time, the Committee will oversee the operations of the Foundation and will be authorized to:
A. Investigate any matter with full access to the Foundation’s books, records, facilities and personnel;
B. Recommend persons for appointment by the Board as the Foundation’s officers;
C. Annually, or more frequently if necessary, evaluate the performance of the President and other key staff;
D. Approve of the total compensation of the President and other key staff based on a review of comparable external data for organizations like the Foundation and consistent with applicable legal requirements;
E. Establish the levels of authority of the President and other key staff;
F. Engage independent counsel and/or other advisors as the Committee deems necessary to carry on the work of the Foundation and to approve the fees and expenses of such advisors; and
G. Review and approve the Foundation’s operating and/or capital budget. However, in addition to any limitations set forth in the North Carolina Nonprofit Act, the Foundation’s Articles of Incorporation and Bylaws, the Committee shall have no power to:
1. Authorize distributions of assets;
2. Approve dissolution, merger, or the sale, pledge, or transfer of all or substantially all of the Foundation’s assets;
3. Elect, appoint, or remove directors, or fill vacancies on the Board or on any of its committees, except to approve the appointment of a director to fill a vacated term; or
4. Adopt, amend, or repeal the Articles of Incorporation or Bylaws.
IV. Committee Meetings
The Committee will meet as needed to fulfill its responsibilities. Members may meet either in person or telephonically or electronically, and at such times, places and manner as the Chair may determine. The Chair will prepare an agenda in advance of each meeting and communicate meeting details to the Committee members in a timely fashion. Upon confirmation by the Chair that a meeting quorum exists, actions of the Committee shall be by majority vote. The Committee may act without a meeting if all Committee members consent to such action in writing.
V. Committee Reports
The Committee will produce written reports at the conclusion of each meeting, which will include an attendance record, a copy of the agenda and a description of the Committee discussions, with documented recommendations and decisions, including but not limited to compensation evaluations and decisions. These reports will be completed, reviewed and approved by the Committee following the Committee meeting. Additionally, the Committee will produce an annual written report that describes the number of meetings, major decisions and outcomes for presentation to the Board.
VI. Committee Evaluation
The Committee will conduct an annual performance evaluation (in such manner as the Committee determines), which assesses the performance of the Committee in relation to the requirements of this Charter and such other matters as the Committee nay deem appropriate. On the basis of the Committee’s performance evaluation, the Nominating and Governance Committee will consider possible changes deemed necessary or advisable by the Committee, and examine the impact of these changes on other committee charters and/or governance processes that are then in place. Changes to the Committee Charter and/or membership composition shall be reported to the Board and require Board approval.
AUDIT COMMITTEE CHARTER
I. Purpose of the Committee
The Audit Committee (the “Committee”) oversees proper external review of the Foundation’s audited financial statements, filings with State and Federal revenue agencies, and the Foundation’s risk management system including monitoring its internal control processes and compliance with legal, ethical and regulatory requirements.
II. Committee Membership
The Committee will be chaired by a director designated by the Board. Membership of this committee shall consist of at least three (3) elected directors, the Chair, and Vice Chair of the Board. Each member shall be free of any relationship that, in the opinion of the Board, would interfere with his or her individual exercise of independent judgment. The committee must include members with basic expertise in financial management and internal control principles, including at least one “financial expert” as defined by Item 407(d)(5) of SEC Regulation S-K. No employees of the Foundation or the University of North Carolina at Chapel Hill or UNC Health Care System may serve on the Committee.
III. Committee Authority and Responsibility
The Committee will:
A. Select the external audit firm and approve its fees; review the performance of the auditors, ensuring their continued independence, and have a regular process of determining whether the Foundation is receiving quality audit services for a fair price;
B. Meet with the audit firm to review the audited financial statements;
C. Address and oversee the remediation of any issues identified in the required communications and management letter;
D. Solicit from the audit firm observations on Foundation staff skills, qualifications, and performance related to those audited functions;
E. Review the audit plans for the coming year with the audit firm;
F. Review with management and the auditors the internal control process and risk management and mitigation process;
G. Report the results of audit findings to the Board;
H. Oversee the preparation and implementation of the governance policies referenced in the Form 990: conflict of interest, document retention, whistle-blower, review of executive compensation, endowments, investments, etc.;
I. Act as external point of contact for any whistle-blowing issues, and, if necessary, initiate special investigations of policies, procedures, and practices;
J. Review the annual Form 990 prior to submission to the Board for approval and filing with the IRS;
K. Conduct private executive sessions at least annually with the auditors and management;
L. Direct and supervise investigations into any matter brought to its attention within the scope of its duties; and
M. Obtain the advice and assistance of independent counsel and/or other advisors, and to approve the fees and expenses of such advisors.
Notwithstanding the responsibilities and duties of the Committee set out in this Charter, the Committee is not responsible for planning or conducting audits, preparing or certifying the Foundation’s financial statements, guaranteeing the external auditor’s report, or for guaranteeing the Foundation’s compliance with applicable laws or regulations. The Committee is entitled to rely in good faith upon the information provided by the Foundation’s management and the advice of professional experts and advisors.
IV. Committee Meetings
The Committee will meet as needed to fulfill its responsibilities, but will meet at least twice annually to (i) review the audit plan and once to review the audited financial statements and the IRS Form 990 and related documents, and (ii) approve the audit engagement and any special investigations related to fraud, financial irregularities, or internal control failures. Members may meet either in person or telephonically or electronically, and at such times, places and manner as the Chair may determine. The Chair will prepare an agenda in advance of each meeting and communicate meeting details to the membership in a timely fashion. Upon confirmation by the Chair that a meeting quorum exists, actions of the Committee shall be by majority vote. The Committee may act without a meeting if all Committee members consent to such action in writing.
V. Committee Reports
The Committee will produce written reports at the conclusion of each meeting, which will include an attendance record, a copy of the agenda and a description of the Committee discussions, with documented recommendations and decisions. These reports will be completed, reviewed and approved by the Committee following the Committee meeting. Additionally, the Committee will produce an annual written report that describes the number of meetings, major decisions and outcomes for presentation to the Board.
VI. Committee Evaluation
The Committee will conduct an annual performance evaluation (in such manner as the Committee determines), which assesses the performance of the Committee in relation to the requirements of this Charter and such other matters as the Committee may deem appropriate. On the basis of the Committee’s performance evaluation, the Nominating and Governance Committee will consider possible changes deemed necessary or advisable by the Committee and examine the impact of these changes on other committee charters and/or governance processes in place. Changes to the Committee Charter and/or membership composition shall be reported to the Board and require Board approval.
FINANCE AND INVESTMENT COMMITTEE CHARTER
I. Purpose of the Committee
The Finance and Investment Committee (the “Committee”) oversees preparation of the annual budget and financial statements, and recommends the budget (and any related revisions) to the Executive Committee for approval. It also establishes and oversees adherence to the Investment
Objectives and Policies of the Foundation.
II. Committee Membership
The Committee will be chaired by a director designated by the Board. Membership of this committee shall consist of at least three (3) elected directors, the Chair and Vice Chair of the Board. Each member shall possess the necessary skills to understand the Foundation’s financial reporting as well as its investment goals and how these objectives support the mission of the Foundation. Each member also shall possess the necessary skills to understand the duties and functions of the Finance Committee.
III. Committee Authority and Responsibility
The Committee will:
A. Ensure that the annual budget and interim financial statements are prepared;
B. Review and recommend to the Executive Committee the annual budget, and any subsequent revisions to it;
C. Oversee the administration, collection, and disbursement of the financial resources of the Foundation as well as the policies and procedures related to financial resources;
D. Periodically review and, as applicable, recommend to the Board revision of the statement of Investment Policies and Objectives of the Foundation;
E. Oversee the making and altering of investments; provided, however, that the Committee shall have no power to authorize or direct the disbursement of any funds except for the purpose of defraying necessary expenses of the Foundation for investment purposes;
F. Monitor the performance of the investment managers in accordance with the Investment Policies and Objectives of the Foundation; and
G. Retain or replace investment managers as deemed appropriate.
