In order to provide a robust framework within which the Board may carry out its oversight in a manner consistent with best practices in both the nonprofit and corporate worlds, the TCF Board has adopted a set of Governance Principles by which it will operate. These are set forth below. The Board has also adopted a practice that the Governance Committee will review these Principles periodically.
1) Independence and Representation
a) A Majority Of The Members Of The Board Must Be Independent Of The Organization.
Commentary: Since the organization’s inception, the only member of TCF management to sit on the Board at any time has been the President, who is a member ex officio. All of the other Trustees have been individuals not employed by, or closely related to anyone employed by, TCF or its affiliates.
This principle builds on TCF’s historical practice and leaves to the Board’s Governance Committee the definition of “independence” in the case of various relationships.
b) It Is A Goal That The Board Will Include Trustees Who Are Affiliated With Members Or Other Commonfund Group Investors.
Commentary: In selecting nominees for election as Trustee, it shall be the policy of the Governance Committee to give consideration to nominating individuals who are currently affiliated with members of the Corporation, or other institutions that are current investors in Commonfund Group investment programs. For purposes of this policy, affiliation shall be understood to encompass positions or roles of significant responsibility with respect to finances, investments or general affairs of the institution, including officers, directors, members of management, and advisory committee members.
c)The Chair Of The Board Must Be Independent Of The Organization.
Commentary: Unlike the majority of publicly-owned corporations, TCF follows the policy that the Chair of its Board should be a Trustee who is not a member of management, and meets a standard of independence determined by the Governance Committee.
d) All Members Of The Audit And Risk Management Committee* Of The Board Must Be Independent Of The Organization.
Commentary: The TCF Board believes that none of the members of the Audit and Risk Management Committee should have any employment, family or economic relationships with Commonfund or its affiliates. The necessary standard of independence, as applied to the Audit and Risk Management Committee, is determined by the Governance Committee.
e) A Majority Of The Members Of The Compensation Committee** Of The Board Must Be Independent Of The Organization.
Commentary: The Compensation Committee of the TCF Board requires that a majority of its members be independent, to a standard determined with respect to the Compensation Committee by the Governance Committee.
f) All Members Of The Governance Committee*** Must Be Independent Of The Organization, And The Committee’s Membership May Not Include Any Trustees Up For Reelection.
Commentary: The TCF Board has adopted the principle that all of the members of its Governance Committee should be independent. The standard for independence of the Governance Committee is determined by the Executive Committee (see Principle 1(h) below).
In addition, the Executive Committee, which nominates members of the Governance Committee, will not nominate any Trustee whose term expires in the following year for service on the Governance Committee during that year.
g) The Governance Committee Will Establish The Standards Of Independence For All Board And Committee Purposes Except For The Standard Applied To Itself.
Commentary: The Governance Committee is charged with making determinations of the standards of independence from the organization to be used in connection with Principle 1(a) (the independence of a majority of the Board); Principle 1(c) (the independence of the Chair of the Board); Principle 1(d) (the independence of all of the members of the Audit and Risk Management Committee); and Principle 1(e) (the independence of a majority of the members of the Compensation Committee).
With respect to the independence of the Audit and Risk Management Committee, the Governance Committee has adopted a strict standard (also contained in the charter of the Audit and Risk Management Committee and in the TCF By-laws), as follows: each of the members of the Audit and Risk Management Committee shall be an individual who is not currently serving, nor at any point during the past three years has served, as an officer, employee or attorney of TCF or one of its subsidiaries, nor is a member of the immediate family of an individual who is or was so serving; and is not receiving, and has not received during the preceding and current calendar years, directly or indirectly from Commonfund any compensation (other than compensation for Board service).
With respect to the other independence standards, the Governance Committee uses a more flexible approach that applies a materiality standard to compensation or economic benefits that may be received by Trustees from Commonfund Group.
h) The Executive Committee Will Establish The Standard Of Independence From The Organization That Is Applied To Members Of The Governance Committee.
Commentary: In order that the Governance Committee not establish its own standard for independence from the organization, that duty is assigned to the Executive Committee.
2) Supervision Of Audits
a) The Audit And Risk Management Committee Must Select The Auditors That The Board Recommends To The Members.
Commentary: The Audit and Risk Management Committee recommends auditor appointment to the full TCF Board, which in turn decides whether to ratify the appointment and submit it to TCF’s members. The members must vote in favor of the appointment in connection with TCF’s annual meeting of members.
b) Auditor Selection Will Occur At Least Once Every Seven Years.
Commentary: The Audit and Risk Management Committee will review Commonfund Group’s auditing requirements no less frequently than once every five to seven years. While the review will be comprehensive, and will include requests for proposals from alternative auditors, the Committee’s policy does not require that it decide to change auditors following such review.
c) Non-Audit Activities By Auditors Require The Approval Of The Audit And Risk Management Committee.
Commentary: The Audit and Risk Management Committee must give prior approval to any non-audit services, including consulting services, provided by the auditors to Commonfund Group. The Committee will generally not approve a proposed non-audit engagement by an auditor if it concludes that the engagement – viewed from the perspective of a reasonable investor, knowing all relevant facts and circumstances – would in fact or appearance render the auditor incapable of objective and impartial judgment as to all issues encompassed within the audit engagement.
Under this policy, the Committee has given standing approval to two types of non-audit services: (1) preparation of tax returns and assistance with any tax audits; and (2) general consulting on operational, accounting and compliance matters, as well as tax planning , provided that the total billing for such consulting does not exceed 10% of the total billing for Commonfund Group audit services in the calendar year.
d) The Audit And Risk Management Committee Includes Members With Financial and Accounting Expertise.
Commentary: In selecting members of the Audit and Risk Management Committee, the Governance Committee has the objective of assuring that those members, viewed collectively, possess the ability to understand and analyze the financial statements of TCF and its subsidiaries, to make an informed judgment on the selection of accounting methods employed in the preparation of those statements, to evaluate the organization’s accounting and disclosure controls, and to understand the proper functioning of an audit committee.
e) The Audit And Risk Management Committee Holds Regular Executive Session Meetings With The Auditors.
Commentary: The Audit and Risk Management Committee follows a practice of periodically (and not less often than twice a year) setting aside a portion of regular meetings for an “executive session” with the auditors. All members of management and other employees are asked to leave the meeting room during these sessions, in order that the auditors may discuss any concerns with the Committee free of management constraint.
3) The Board Reviews Procedures Designed To Ensure The Integrity Of Financial Statements.
Commentary: TCF senior management periodically reports to the full Board concerning the operation of disclosure control procedures maintained by Commonfund Group. These procedures are designed to ensure the integrity of all financial statements issued by TCF and its subsidiaries, as well as by any of their respective investment funds.
In addition, Commonfund Group has adopted a “whistleblower” policy emphasizing that employees with relevant responsibilities are obligated to assure the accuracy of information provided to the investor community. In particular, employees must promptly report to their immediate supervisors (to the extent not previously reported or disclosed) any actual or potential accounting errors, financial difficulties, or other similar issues that could have a material impact on any Commonfund Group financial statements. Supervisors must report, in turn, to senior management. Each person covered by the policy remains under an obligation, should senior management fail to address an issue, to report it then directly to the Chair of the Board’s Audit and Risk Management Committee.
A companion policy requires that covered persons report to their immediate supervisors (again, to the extent not previously reported or disclosed) any actual or potential violation of law, unethical conduct, or violation of Commonfund Group policy that has the potential to cause material damage to the business or reputation of the organization. Supervisors must, in turn, report such matters to senior management. Each covered person then remains under an obligation, should senior management fail to address such issue, to report it directly to the General Counsel of Commonfund Group.
Commonfund Group’s principal service providers are also informed of these policies and encouraged to communicate complaints or concerns in appropriate circumstances.
4) The Board Supervises Risk Management Activities.
Commentary: The charter of the TCF Board’s Audit and Risk Management Committee provides that the Committee will oversee all risk management and internal audit activities conducted by Commonfund Group.
To assist it in discharging this responsibility, the Chair of the Audit and Risk Management Committee receives regular reports from senior management of Commonfund Group on risk management and internal audit activities, including regular executive session reports from the Group’s Managing Director for Risk Management.
In addition, the Audit and Risk Management Committee participates in the periodic evaluation of the performance of the Managing Director for Risk Management.
5) Each Committee Of The Board Operates Under A Written Charter.
Commentary: Each Committee of the TCF Board maintains, and periodically reviews, a written charter describing its authority and its principal responsibilities. The Board is responsible for the content of those Charters.
6) The Board Reviews Its Own Performance.
Commentary: The TCF Board undertakes an annual review of its own performance, conducted through the auspices of its Governance Committee. That Committee involves each Trustee in an evaluation of the functioning and performance of the Board and of its Committees.
7) The Board Provides Appropriate Orientation And Background Education To Each New Trustee.
Commentary: When a Trustee is first elected to the TCF Board, the Chair and TCF senior management put together an intensive program to provide her or him with appropriate background information on the organization, products, history and culture of Commonfund Group. These sessions normally occupy at least one full day at Commonfund Group’s headquarters.
8) The Board Schedules No Fewer Than Four Regular Meetings Each Fiscal Year.
Commentary: The TCF Board currently meets in February/March, June, September and December of each year. Each meeting, together with meetings of the Board’s various Committees, normally occupies at least a full day and a half.
9) The Board Regularly Conducts A Portion Of Its Meetings In Executive Session.
Commentary: The TCF Board follows a policy that it will normally reserve a portion of each regular meeting for an “executive session” of Trustees without the presence of management or other employees.
* The committee of the TCF Board charged with oversight of audit-related matters is the Audit and Risk Management Committee.
*** The TCF’s Board’s Governance Committee has responsibility for nominating and governance matters.