Finance Committee Charter
As adopted by the USTCAF Board of Directors
on July 16, 2021
I. Purpose
The Finance Committee of the Board of Directors ("Board") of The University of Science and Technology of China ("USTCAF") is responsible for:
A. Developing and recommending short and long-range strategic financial objectives for the Foundation; and
B. Providing strategic oversight on financial matters for the Foundation.
II. Scope of Responsibilities
A. Develops and recommends short and long-range strategic financial objectives for the Foundation.
1. The Committee will review and make recommendations to the Board regarding the financing of strategic initiatives of the Foundation.
2. The Committee will undertake a review, at least annually of the long-range financial objectives of the Foundation and the ability to sustain the Foundation and the accomplishment of its stated mission and programs.
3. The Committee will report to the Board annually on such objectives, including recommendations for revision as appropriate.
B. Provides strategic oversight on financial matters for the Foundation.
1. The Committee may review and make recommendations to the Board regarding revenue strategies.
2. The Committee may review and make recommendations to the Board regarding expense management strategies.
3. The Committee is authorized by the board to review and make decisions or further delegate to AF staff members such decisions regarding cash, asset, and liability strategies. Specifically, they may include: (1) target asset allocation; (2) investment manager selection and investment performance benchmarks; (3) review of investment performance; (4) approval of the establishment of bank or custodial accounts.
In addition, the Committee may perform any other duties or responsibilities delegated to the Committee by the Board from time to time.
III. Composition
The Committee shall be comprised of at least three, but not more than seven Board members, as determined and appointed annually by the Board, each of whom shall comply with the Conflicts of Interest Policy. The voting Directors on the Committee shall be the voting members of the Committee and the majority of the Committee members must be voting Directors. The members of the Committee shall serve at the discretion of the Board.
Unless a Committee Chair is appointed by the full Board, the members of the Committee may designate its Chair from among the members of the Committee by a majority vote of the full Committee membership.
IV. Meetings
A. Meetings.
Any meetings may be called upon no less than forty-eight (48) hours notice by either (i) the Chair of the Committee or (ii) any two members of the Committee acting together. The purpose of the meeting must be included with the call for the meeting.
B. Action Without a Meeting
1. Making a Motion:
The Committee may take an action without a meeting for an individual item by using electronic means such as email. An action without a meeting shall only be taken if a motion is proposed by a member of the Committee and seconded by another voting member of the Committee. All voting members of the Committee must vote electronically and in favor of the motion for it to be considered approved. The members proposing and seconding the motion will be assumed to have voted in the affirmative. The action without a meeting and its results will be noted in the next regular Committee meeting and will be included in the minutes of that meeting.
2. Timing:
a. Any motion for an action without a meeting must be seconded by another Committee member within 48 hours of its proposal.
b. The period of voting on any motion for an action without a meeting will be seven days unless the Chair changes that time period. However, the period must be a minimum of two days and a maximum of seven days.
V. Voting and Quorum
A majority of the voting members of the Committee shall constitute a quorum. Voting on Committee matters shall be on a one vote per member basis. When a quorum is present, the vote of a majority of the voting Committee members present shall constitute the action or decision of the Committee.
VI. Records of Proceedings
A preliminary report with respect to actions taken at each meeting (eletronic or in-person) of the Committee shall be recorded and distributed to committee members, if feasible, within two working days, and meeting minutes shall be posted promptly following approval by the Committee.
A report of the activities of the Committee shall be prepared and published semiannually.
Additional Note: the resolution proposing to adopt this charter was motioned by Steven Li during the board meeting on 7/16/2021, seconded by Harry Huang, and received unanimous approval from 7 board members who were present.