Edward C. Bernard, Chair	Mary E. Barth, Vice Chair
Bruce T. Herring	Lynnette Kelly
David H. Lillard, Jr.	Timothy F. Ryan
Lawrence Salva

Purpose

The Board of Trustees (Board) of the Financial Accounting Foundation (Foundation) has, in accordance with the By-Laws of the Foundation, established the Executive Committee (Committee) to: (1) periodically review and recommend any changes to the By-Laws or organizational structure of the Foundation, or to other related governance matters, and monitor conflicts of interest; (2) act as a sounding board to senior leadership; and (3) act with full authority of the Board between Board meetings, subject to the limitations set forth at the conclusion of this Charter.

Membership and Structure

The Committee shall be a standing committee of the Board. The members of the Committee shall consist of the Foundation’s Chair and such other members as the Board shall, from time to time, appoint, each of whom shall be a Trustee. The Foundation’s Chair shall be Chair of the Executive Committee.  The members of the Committee shall serve until their successors shall be duly appointed and qualified or until their earlier resignation or removal.

The Committee shall meet as needed to carry out its duties. Meeting dates and times will be specified in advance.

Principal Responsibilities

The Committee is charged with the following responsibilities (it being noted that nothing herein shall be deemed to restrict or otherwise affect the authority of the Board with respect to any of such matters):

Organizational Structure; Governing Documents and Policies; Conflicts of Interest

• Periodically monitoring the operations of the Foundation, the FASB, the GASB, the FASAC, the GASAC and the PCC and making recommendations to the Board regarding any changes in the basic structure of these bodies, including their size, composition and functions.
• Periodically reviewing and recommending to the Board any appropriate changes to the By-Laws or organizational structure of the Foundation.
• Ensuring that the Board and its Committees periodically engage in appropriate assessment of their performance and effectiveness.
• Periodically making recommendations regarding the establishment, alteration, supplementation or repeal of policies in respect of investments, personal activities, speeches and publications of the Board and staff of the Foundation and members and staff of the FASB and the GASB. The Committee shall serve as the appeals body for exemptions from and waivers under the Investments and Personal Activities policies of the Foundation and as the ultimate interpreters of conflicts of interests, disqualifications, and other questions arising under these policies, including, without limitation, as they apply to the Foundation’s Executive Director, the FASB and the GASB chairs and the FASB and GASB members as may be required under the By-Laws.
• Providing such oversight, review and disposition of issues as may be required, from time to time, under the Board’s Trustee Code of Conduct.
• With respect to the Foundation’s emergency succession plan, affirming the procedures prescribed in the plan with respect to an unplanned absence of one or more persons covered by the plan, or modifying such procedures if needed.

Sounding Board

• Providing, as required, a sounding board to the senior leadership of the FAF, the FASB, and the GASB, and serve as a source for ready advice on operating and personnel matters. 

Acting on Behalf of Board of Trustees on Urgent Matters Arising Between Board Meetings

• Acting with full authority of the Board between Board meetings, subject to Board-imposed (as detailed below) and any statutory limitations on committee action.

Other Responsibilities and Operating Practices

• Maintaining authority to retain, oversee and direct 1) independent counsel and 2) other professionals as appropriate to assist in the performance of its duties, including assisting in the conduct of or authorization of any investigation that is consistent with the Committee’s scope of responsibilities.
• Performing such other functions as assigned by law, the Foundation’s certificate of incorporation or By-laws, or the Board.
• Determining the anticipated funding and resource needs of the Committee and notifying the Foundation of such requirements.
• Regularly reporting the Committee’s findings and determinations to the Board.
• Performing periodic self-assessments of the Committee’s roles, functions and performance that will include a review of the Committee Charter and a recommendation to the Board of any necessary or appropriate amendments.

Limitations on Authority of the Committee

The Committee shall not have the authority of the Board to:

• resolve questions regarding jurisdictional authority, functions and powers of the FASB or the GASB;
• appoint (or fill vacancies for) chairs, vice chairs or members of the Board (or any committee of the Board), the FASB, the FASAC, the GASB, the GASAC or the PCC;
• appoint the Foundation’s Executive Director or other officers;
• adopt, amend or repeal the Certificate of Incorporation or By-Laws of the Foundation, or any section thereof;
• approve the organization’s annual budget; or
• change the basic structure of the organization, including size, composition and functions.

Amendments

This charter may be amended only by the affirmative vote of the Board.

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Approved by the FAF Board of Trustees on February 26, 2019 and amended on May 13, 2020.