FEDERAL RESERVE BANK OF ATLANTA
EXECUTIVE COMMITTEE CHARTER
The Executive Committee of the Federal Reserve Bank of Atlanta Board of Directors, subject to the supervision and control of the Board of Directors shall, between meetings of the Board of Directors, have power to direct the business of the Bank, including the power to establish discount rates and to exercise all powers and authority vested by law in the Board of Directors in so far as such powers and authority may lawfully be delegated to the Executive Committee.
II. COMPOSITION AND TERM
The Executive Committee shall consist of three members. The Chair of the Board of Directors shall be a member and serve as Chair of the Committee, and the Deputy Chair of the Board of Directors shall be a member and serve as Deputy Chair of the Committee. The other member shall generally be the other Class C director who shall be appointed by the Chair, with the approval of the Board of Directors. Terms will be effective on the first of the year and run for one year until a successor is appointed. Any director not a regular member may be requested by the Chair to serve as a member of the Committee for a particular meeting. In the absence of both the Chair and the Deputy Chair of the Board of Directors, the Committee Chair shall elect one of its members as Chair pro tem.
The Committee shall fix the time and place of its meetings. The Chair may call a meeting of the Committee at any time, and, in the absence of the Chair, the President of the Bank may call a meeting of the Committee. The Chair or President in calling a meeting shall endeavor to transmit reasonable notice thereof to all members of the Committee, and a meeting may be held provided a quorum can be assembled. Any two members of the Committee constitute a quorum for the transaction of business. Acts of the Committee are determined upon the vote of a majority of those present. The business of the Committee also may be conducted by means of a conference telephone call or via correspondence, provided reasonable efforts are made to have all members of the Committee participate and provided further that a quorum of the Committee participates.
Minutes of all meetings of the Executive Committee shall be kept by such person as the Committee may from time to time designate for that purpose. Such minutes, or a digest thereof, shall be submitted to the Board of Directors at the next succeeding meeting of the Board and shall be read to the meeting if requested by any members of the Board.
- Individual compensation actions for Bank officers and employees within approved programs and plans are delegated to the Bank's President, or in his or her absence the First Vice President, with the exception of the General Auditor and other Audit officers who are handled in accordance with the Bank's by-laws. An "employment action" means any termination, suspension, modification of salary, or demotion.
- Oversees CEO and executive succession planning with a focus on diversity of the succession pipeline.
- May be assigned responsibility for monitoring key enterprise risks, such as risks associated with the Bank's reputation.
- May consult with the President and First Vice President from time to time on matters they may deem appropriate, such as personnel matters of a particularly sensitive nature or Bank Supervision and Regulation issues.
- Ensures Atlanta Bank's administration and management of national businesses or assigned areas of responsibility are consistent with the Bank's strategic plans and Federal Reserve System strategic initiatives. Provides input and guidance on long-term strategies associated with assigned responsibilities, with emphasis on overall work environment.
- Reviews and approves compensation program changes including the annual market-based pay assessment.
- Serves as a resource to management by providing comments and suggestions regarding initiatives to meet business objectives.
- Provides advice to senior Bank management on general personnel policies and such other personnel matters as it deems appropriate.
- Reviews, considers, or approves (as needed) any other matters that are not described above involving Bank Supervision and Regulation, as delegated by the full Board in the by-laws.