Finance Committee
Finance Committee
Charter of the Finance Committee of the Board of Directors, The Bank of New York Mellon Corporation
Purpose
The purpose of the Finance Committee (the “Committee”) is to assist the Board of Directors in fulfilling its oversight responsibilities with respect to the monitoring and oversight of the Corporation’s financial resources, including its capital management, recovery and resolution planning processes, and asset/liability management.
Specific Responsibilities and Duties
The Committee will have the responsibility to:
- review the Corporation’s capital structure and annual capital plan, including its capital adequacy and capital planning process, stress-testing and related activities, capital raising, capital distributions, as well as approve and recommend to the full Board approval of our annual capital plan submission and capital management policy;
- review financial aspects of the Corporation’s recovery and resolution plans;
- review the Corporation’s asset/liability management; and
- review any additional matters that the Board of Directors may direct to the Committee.
As part of its review, the Committee will provide advice and make recommendations to management and the Board, as appropriate, with respect to issues raised in or by the reports and presentations made to the Committee or their form and scope.
Notwithstanding anything in this charter, responsibility for the oversight of risks associated with strategy and significant risk exposures, including, but not limited to, credit, market, liquidity and model risks shall remain with the Risk Committee of the Board. Responsibility for the integrity of the Corporation's financial reporting and systems of internal controls regarding finance and accounting and the integrity of the Corporation’s financial statements shall remain with the Audit Committee of the Board.
Resources and General Considerations
In carrying out its oversight responsibilities, each Committee member shall be entitled to rely on the integrity and expertise of those persons providing information to the Committee and on the accuracy and completeness of such information, absent actual knowledge of inaccuracy.
The Committee will have the resources and authority appropriate to discharge its responsibilities, including sole authority to retain and terminate the engagement of such consultants or independent counsel to the Committee as it may deem necessary or helpful in carrying out its responsibilities, and to establish the fees and other terms for the retention of such consultants and counsel, such fees to be borne by the Corporation.
Composition, Meetings and Procedures
The Committee will consist of three or more independent directors. The Committee’s membership shall be such that, in the judgment of the Board, it shall have the experience and business judgment necessary to evaluate information presented to the Committee with respect to management of financial resources, including capital management, recovery and resolution planning processes and asset/liability management, to provide advice to both management and the Board with respect to such matters, and to discharge its other responsibilities under this charter.
Finance Committee members and the Committee Chairman (a) shall be appointed annually by the Board of Directors on recommendation of the Corporate Governance, Nominating and Social Responsibility Committee and (b) serve at the pleasure of the Board.
The Committee shall meet as frequently as necessary to fulfill its duties and responsibilities, but not less frequently than quarterly. A meeting of the Committee may be called by its Chairman or any two members of the Committee.
The Committee may request any officer or employee of the Corporation, or any special counsel or advisor, to attend a meeting of the Committee or to meet with any members of, or consultant to, the Committee. The agenda for each Finance Committee meeting will provide time during which the Committee can meet separately in executive session with management and as a Committee to discuss any matters the Committee or these groups believe should be discussed.
Minutes of its meetings will be approved by the Committee and maintained on behalf of the Committee. The Committee shall report its activities to the Board of Directors on a regular basis and make such recommendations as it deems necessary or appropriate.
Annual Performance Evaluation and Charter Review
Annually, there shall be a performance evaluation of the Committee, which may be a self-evaluation or an evaluation employing such other resources or procedures as the Committee and the Corporate Governance, Nominating and Social Responsibility Committee may deem appropriate.
The Committee will review and assess the adequacy of this charter annually and recommend changes to the Board of Directors as necessary. This charter will be published on the Corporation's website and the Corporation will disclose in its annual proxy statement that this charter is available on its website and provide the website address.
Approved: August 8, 2023