OCIDA GOVERNANCE COMMITTEE CHARTER

GOVERNANCE COMMITTEE CHARTER
This Governance Committee Charter was adopted by the Members of the Onondaga
County Industrial Development Agency, a public benefit corporation established under
the laws of the State of New York, on the 10th day of January 2008.
Purpose
Pursuant to Article VI, Section 1 of the Agency’s bylaws, the purpose of the Governance
Committee is to assist the Members by:
 Keeping the Members informed of current best practices in corporate governance;
 Reviewing corporate governance trends for their applicability to the Onondaga
   County Industrial Development Agency;
 Updating the Onondaga County Industrial Development Agency’s corporate
   governance principles and governance practices; and
 Advising those responsible for appointing Members to the Agency on the skills,
   qualities and professional or educational experiences necessary to be effective
   Agency Members.
Powers of the Governance Committee
The Members have delegated to the Governance Committee the power and authority
necessary to discharge its duties, including the right to:
 Meet with and obtain any information it may require from Agency staff.
 Obtain advice and assistance from outside counsel, accounting and other advisors as
   the Committee deems necessary.

 Solicit, at the Agency’s expense, persons having special competencies, including
   legal, accounting or other consultants as the Committee deems necessary to fulfill its
   responsibilities. The Governance Committee shall have the authority to negotiate the
   terms and conditions of any contractual relationship subject to the Agency’s adopted
   procurement guidelines as per Public Authorities Law Section 2879, and to present
   such contracts to the Members for their approval.
                                                                                     5‐B.1
Composition and Selection
The membership of the Committee shall be as set forth in accordance with and pursuant
to Article IV, Section 1 of the Agency’s bylaws. The Governance Committee shall be
comprised of independent members. The Governance Committee members shall be
appointed by, and will serve at the discretion of the Chairman of the Agency. The
Chairman may designate one member of the Governance Committee as its Chair. The
members shall serve until their resignation, retirement, removal by the Chairman or
until their successors shall be appointed and qualified.

Governance Committee members shall be prohibited from being an employee of the
Agency or an immediate family member of an employee of the Agency. In addition,
Governance Committee members shall not engage in any private business transactions
with the Agency or receive compensation from any private entity that has material
business relationships with the Agency, or be an immediate family member of an
individual that engages in private business transactions with the Agency or receives
compensation from an entity that has material business relationships with the Agency.
The Governance Committee members should              be   knowledgeable   or   become
knowledgeable in matters pertaining to governance.
Committee Structure and Meetings
The Governance Committee will meet a minimum of twice a year, with the expectation
that additional meetings may be required to adequately fulfill all the obligations and
duties outlined in the charter. All Committee members are expected to attend each
meeting, in person or via telephone or videoconference.
Meeting agendas will be prepared for every meeting and provided to the Governance
Committee members in advance of the scheduled meeting, along with the appropriate
materials needed to make informed decisions. The Governance Committee shall act only
on the affirmative vote of a majority of the members at a meeting or by consent of a
majority of the members. Minutes of these meetings are to be recorded.
Reports
The Governance Committee shall:

 Report its actions and recommendations to the Members at the next regular meeting
   of the Members.
 Report to the Members, at least annually, regarding any proposed changes to the
   governance charter or the governance guidelines.
                                                                                  5‐B.2
 Provide a self‐evaluation of the Governance Committee’s functions on an annual
   basis.
Responsibilities
To accomplish the objectives of good governance and accountability, the governance
committee has responsibilities related to: (a) the Agency’s Members; (b) evaluation of
the Agency’s policies; and (c) other miscellaneous issues.
Relationship to the Authority’s Members
The Members have delegated to the Governance Committee the responsibility to review,
develop, draft, revise or oversee policies and practices for which the Governance
Committee has specific expertise, as follows:
 Develop the Agency’s governance practices. These practices should address
   transparency, independence, accountability, fiduciary responsibilities, and
   management oversight.
 Develop the competencies and personal attributes required of Members to assist
   those authorized to appoint members to the Agency in identifying qualified
   individuals.
In addition, the governance committee shall:
 Develop and recommend to the Members the number and structure of committees to
   be created by the Members.

 Develop and provide recommendations to the Members regarding Agency Member
   education, including new Member orientation and regularly scheduled Agency
   Member training to be obtained from state‐approved trainers.
 Develop and provide recommendations to the Members on performance
   evaluations, including coordination and oversight of such evaluations of the
   Members, its committees and senior management in the Agency’s governance
   process.
Evaluation of the Agency’s Policies
The Governance Committee shall:
 Develop, review on a regular basis, and update as necessary the Agency’s code of
   ethics and written policies regarding conflicts of interest. Such code of ethics and
   policies shall be at least as stringent as the laws, rules, regulations and policies
   applicable to state officers and employees.
                                                                                   5‐B.3
 Develop and recommend to the Members any required revisions to the Agency’s
   written policies regarding the protection of whistleblowers from retaliation.
 Develop and recommend to the Members any required revisions to the Agency’s
   equal opportunity and affirmative action policies.
 Develop and recommend to the Members any required updates on the Agency’s
   written policies regarding procurement of goods and services, including policies
   relating to the disclosure of persons who attempt to influence the Agency’s
   procurement process.

 Develop and recommend to the Members any required updates on the Agency’s
   written policies regarding the disposition of real and personal property.
 Develop and recommend to the Members any other policies or documents relating to
   the governance of the Agency, including rules and procedures for conducting the
   business of the Agency’s Members, such as the Agency’s by‐laws. The Governance
   Committee will oversee the implementation and effectiveness of the by‐laws and
   other governance documents and recommend modifications as needed.
Other Responsibilities
The Governance Committee shall:
 Review on an annual basis the compensation and benefits for the Executive Director
   and other senior Agency officials.
 Annually review, assess and make necessary changes to the Governance Committee
   charter and provide a self‐evaluation of the Governance Committee.
                                                                                 5‐B.4