Risk and Finance Committee Charter
The Board of Directors of Nelnet, Inc. (the "Company") shall designate annually, based on the recommendation of the Nominating and Governance Committee of the Board, a Risk and Finance Committee (the "Committee") comprised of three or more Directors, who may be removed by the Board in its discretion. The members of the Committee shall be "independent" Directors as determined in accordance with the rules and regulations of the New York Stock Exchange (the "NYSE") and shall also comply with and satisfy all other applicable laws, rules, regulations and requirements. The Committee is a standing committee of the Board and shall report regularly to the Board.
A Chair (or co-Chairs) of the Committee shall be elected annually by the Board, based upon the recommendation of the Nominating and Governance Committee.
The purpose of the Committee is to assist the Board in fulfilling its responsibility with respect to A) oversight of the Company's enterprise-wide risk management framework, including the significant strategies, policies, procedures and systems used to identify, assess, measure and manage the major risks facing the Company and B) oversight of Company's strategies, policies and practices relating to capital management, including material liquidity, financing, and investment activities.
The Committee shall meet as often as it deems necessary or appropriate to carry out its responsibilities and may in its sole discretion, form and delegate authority to subcommittees (comprised only of Committee members) in furtherance of such responsibilities. Meetings of the Committee shall be called by the Chair (or any co-Chair) of the Committee, the Chair of the Board or the Chief Executive Officer of the Company. All such meetings shall be held pursuant to the By-laws of the Company with regard to notice and waiver thereof, and written minutes of each such meeting shall be duly filed in the Company's records.
- Powers and Responsibilities
The Committee's role is one of oversight, recognizing that Company management is responsible for executing the Company's risk and capital management policies and activities. While the Committee has the powers and responsibilities set forth in this Charter, management is responsible for designing, implementing and maintaining effective risk and capital management programs.
The Committee shall maintain free and open communication with Company management and is empowered to investigate any matter relating to the Company's risk and capital management practices brought to its attention.
The Committee shall have the following responsibilities:
- A. Oversight of enterprise-wide risk management
- 1. Review and evaluate the Company's risk philosophy and appetite.
- 2. Evaluate the Company's enterprise-wide risk management framework, structure and maturity.
- 3. Review and evaluate the business line risk assessments prepared by senior management that identify strategic and emerging risks that could adversely affect the achievement of the Company's and its business line performance objectives.
- 4. Discuss and evaluate the Company's major risk exposures, responses and convergence of risk in light of current market conditions, established risk tolerances, operating performance, and other relevant factors to ensure that the Company's current risk profile is consistent with the Committee's discussed risk appetite. This involves the review of risk responses, controls, monitoring activities and key risk and key performance indicators as established in applicable policies related to risk tolerance or metrics.
- 5. Review the sufficiency of Company risk management policies, personnel, systems, procedures, controls and other risk management capabilities.
- 1. Have principal oversight responsibility with respect to certain of the Company's material financial matters, including capital management, funding strategy, investments and acquisitions that are material to the Company's business. The Committee shall not have oversight responsibility with respect to the Company's financial reporting, which is the responsibility of the Audit Committee of the Board.
- 2. Periodically review the annual plan, financial results, asset quality, financing and capital management activity and liquidity position of the Company, review and approve the Company's dividend policy and recommend dividend actions to the Board, and review the Company's plans for equity and debt repurchase activities.
- 3. Have general oversight responsibility for the Company's treasury activities. In this connection, the Committee shall annually review the Company's principal commercial and investment banking relationships, including its banking and treasury authorizations, and material terms of the Company's credit facilities in light of the Company's operating strategy, risk exposures, financial policies and changes in applicable law or accounting requirements.
- 4. Review the financial terms of material acquisitions or other equity investments and divestitures of any material operations of the Company that will be submitted to the Board for approval under the Company's Corporate Governance Policy regarding Authorizations. The Committee may also approve the financial terms of transactions that have been approved in principle by the Board if delegated to do so by the Board.
- Additional Powers and Responsibilities
The Committee shall, on an annual basis review and reassess the adequacy of this Charter and recommend any proposed changes to the Board for approval. The Committee will conduct an evaluation of the Committee's own performance during such past year.
The Committee shall have the authority to engage and obtain advice and assistance from independent or outside legal counsel and other advisors as it determines necessary or appropriate to carry out its duties. All related fees and expenses of such advisors, as determined by the Committee, shall be paid promptly by the Company in accordance with its normal business practices.
Committee MembersAdd to Briefcase
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