§ 2824 — Role and responsibilities of board members

§ 2824. Role and responsibilities of board members. 1. Board members\nof state and local authorities shall (a) execute direct oversight of the\nauthority's chief executive and other management in the effective and\nethical management of the authority; (b) understand, review and monitor\nthe implementation of fundamental financial and management controls and\noperational decisions of the authority; (c) establish policies regarding\nthe payment of salary, compensation and reimbursements to, and establish\nrules for the time and attendance of, the chief executive and\nmanagement; (d) adopt a code of ethics applicable to each officer,\ndirector and employee that, at a minimum, includes the standards\nestablished in section seventy-four of the public officers law; (e)\nestablish written policies and procedures on personnel including\npolicies protecting employees from retaliation for disclosing\ninformation concerning acts of wrongdoing, misconduct, malfeasance, or\nother inappropriate behavior by an employee or board member of the\nauthority, investments, travel, the acquisition of real property and the\ndisposition of real and personal property and the procurement of goods\nand services; (f) adopt a defense and indemnification policy and\ndisclose such plan to any and all prospective board members; (g) perform\neach of their duties as board members, including but not limited to\nthose imposed by this section, in good faith and with that degree of\ndiligence, care and skill which an ordinarily prudent person in like\nposition would use under similar circumstances, and may take into\nconsideration the views and policies of any elected official or body, or\nother person and ultimately apply independent judgment in the best\ninterest of the authority, its mission and the public; (h) at the time\nthat each member takes and subscribes his or her oath of office, or\nwithin sixty days after the effective date of this paragraph if the\nmember has already taken and subscribed his or her oath of office,\nexecute an acknowledgment, in the form prescribed by the authorities\nbudget office after consultation with the attorney general, in which the\nboard member acknowledges that he or she understands his or her role,\nand fiduciary responsibilities as set forth in paragraph (g) of this\nsubdivision, and acknowledges that he or she understands his or her duty\nof loyalty and care to the organization and commitment to the\nauthority's mission and the public interest.\n 2. Individuals appointed to the board of a public authority shall\nparticipate in state approved training regarding their legal, fiduciary,\nfinancial and ethical responsibilities as directors of an authority\nwithin one year of appointment to a board. Board members shall\nparticipate in such continuing training as may be required to remain\ninformed of best practices, regulatory and statutory changes relating to\nthe effective oversight of the management and financial activities of\npublic authorities and to adhere to the highest standards of responsible\ngovernance.\n 3. No chair who is also the chief executive officer shall participate\nin determining the level of compensation or reimbursement, or time and\nattendance rules for the position of chief executive officer.\n 4. Board members of each state and local authority, or subsidiary\nthereof, shall establish an audit committee to be comprised of not less\nthan three independent members, who shall constitute a majority on the\ncommittee, and who shall possess the necessary skills to understand the\nduties and functions of the audit committee; provided, however, that in\nthe event that a board has less than three independent members, the\nboard may appoint non-independent members to the audit committee,\nprovided that the independent members must constitute a majority of the\nmembers of the audit committee. The committee shall recommend to the\nboard the hiring of a certified independent accounting firm for such\nauthority, establish the compensation to be paid to the accounting firm\nand provide direct oversight of the performance of the independent audit\nperformed by the accounting firm hired for such purposes.\n 5. Notwithstanding any provision of any general, special or local law,\nmunicipal charter or ordinance to the contrary, no board of a state or\nlocal authority shall, directly or indirectly, including through any\nsubsidiary, extend or maintain credit, arrange for the extension of\ncredit, or renew an extension of credit, in the form of a personal loan\nto or for any officer, board member or employee (or equivalent thereof)\nof the authority.\n 6. Members of the audit committee shall be familiar with corporate\nfinancial and accounting practices.\n 7. Board members of each state and local authority, or subsidiary\nthereof, shall establish a governance committee to be comprised of not\nless than three independent members, who shall constitute a majority on\nthe committee, and who shall possess the necessary skills to understand\nthe duties and functions of the governance committee; provided, however,\nthat in the event that a board has less than three independent members,\nthe board may appoint non-independent members to the governance\ncommittee, provided that the independent members must constitute a\nmajority of the members of the governance committee. It shall be the\nresponsibility of the members of the governance committee to keep the\nboard informed of current best governance practices; to review corporate\ngovernance trends; to recommend updates to the authority's corporate\ngovernance principles; to advise appointing authorities on the skills\nand experiences required of potential board members; to examine ethical\nand conflict of interest issues; to perform board self-evaluations; and\nto recommend by-laws which include rules and procedures for conduct of\nboard business.\n 8. Board members of each state and local authority, or subsidiary\nthereof which issues debt, shall establish a finance committee to be\ncomprised of not less than three independent members, who shall\nconstitute a majority on the committee, and who shall possess the\nnecessary skills to understand the duties and functions of the\ncommittee; provided, however, that in the event that a board has less\nthan three independent members, the board may appoint non-independent\nmembers to the finance committee, provided that the independent members\nmust constitute a majority of the members of the finance committee. It\nshall be the responsibility of the members of the finance committee to\nreview proposals for the issuance of debt by the authority and its\nsubsidiaries and make recommendations.\n