The Governance Committee (the "Committee") of the Board of Trustees of the University System of New Hampshire ("USNH") shall be appointed by the Board Officers of the Board of Trustees. The primary function of the Committee is to review and recommend policies and procedures to enhance the quality, efficiency and effectiveness of the Board of Trustees and other governing institutions of USNH. The Committee shall have all authority necessary to fulfill the duties and responsibilities assigned to the Committee in this Charter or otherwise assigned to it by the Board of Trustees. The Committee shall have the following duties and responsibilities:

1.   Board/System/Institution Governance:

(a)   Periodically examine the effectiveness of relationships and communications among the various governance institutions of USNH, including the Board of Trustees, the Chancellor and the Chancellor’s office, the Presidents and the academic institutions, and the Administrative Board.

(b)   Periodically review and recommend improvements to the processes and policies associated with conflict resolution among the various governance institutions of USNH.

(c)   Oversee the development and maintenance by each of the Board's standing committees of a written committee charter defining its role, responsibilities, and authority.

2.   Board Composition and Leadership:

(a)   Periodically review and, in concert with the Nomination Committee, make recommendations to the Board Officers regarding Board member selection process and succession planning, addressing Trustee skill sets, as well as ethnic, gender, geographic, and other types of diversity.

(b)   Periodically review the structure, size, and other attributes of the Board and recommend changes calculated to maximize the Board's efficiency and effectiveness.

3.   Board of Trustees Effectiveness:

(a)   Develop and maintain a Board Orientation process, ensuring that new Board members have a clear understanding of the missions of the four institutions for which they are responsible and are aware of the role of Trustees in the governance of USNH.

(b)   Develop and support activities to continue education of all Trustees concerning governance matters.

(c)   Establish, coordinate and review with the Chairperson of the Board criteria and method for evaluating the effectiveness of the Board.

(d)   Establish performance criteria/expectations for Trustees in areas of attendance, preparedness, candor and participation.

(e)   Oversee the development and implementation of conflict of interest, financial disclosure, and other policies relating to the efficient, effective, and ethical operation of the Board of Trustees.

(f)   Review areas of risk assigned to the Committee by the Executive Committee for further review or other follow-up based on annual enterprise risk reports from the System’s chief executive officers.

The following responsibilities supplement the Audit Committee's charge contained in the USNH Bylaws.

In fulfilling its responsibilities, the Committee shall take appropriate actions to set an overall tone for quality financial reporting, sound business practices, and ethical behavior.

1.   Ensure the Integrity of Financial Reporting:

(a)   Review and approve the annual financial statements of USNH and receive and review the audit reports thereon, including those pertinent to Federal awards received by USNH as required by the U.S. Office of Management and Budget.

(b)   Review the judgments of USNH management and auditors about the quality and consistency of the USNH's application of accounting principles; the reasonableness of significant judgments; and the clarity and completeness of the financial statements and related disclosure.

(c)   Confirm with management and the external auditor that the annual financial statements disclose all material off-balance sheet transactions, arrangements, obligations, and relationships of USNH with unconsolidated entities or persons that may have a material current or future effect on financial condition, liquidity, or components of revenues or expenses.

(d)   Review new and significant accounting pronouncements with the external auditor and understand their impact on the USNH financial statements.

(e)   Obtain a report from the external auditor annually regarding required communications under the American Institute of Certified Public Accountants' standards.

2.   Oversee the External Audit Process:

(a)   Recommend to the Board the appointment or retention of the external auditor for USNH, and be responsible for the compensation and oversight of the external auditor. In accordance with the Board of Trustees' External Audit Policy, the external auditor shall be engaged from among the major national public accounting firms, subject to the Board’s continuing satisfaction with the firm’s services and with re-proposals to be reviewed after each five to seven year period.

(b)   Ensure rotation of the lead audit partner on the audit engagement at least every seven years, independent of the timing of the external audit firm's initial or subsequent engagements.

(c)   Pre-approve all audit and non-audit services provided by the external auditors in excess of $30,000 and ensure such services do not include management functions, internal audit services, or other services prohibited by independence standards for the auditing profession, including those standards established by the U.S. Government Accountability Office. External auditor services approved by the Chairperson between Committee meetings shall be reported to the entire Committee at its next scheduled meeting.

(d)   Assess the independence of the external auditor on an annual basis by reviewing the written communication from the external auditor required by professional auditing standards and discussing any relationships disclosed that may impact auditor objectivity and independence.

(e)   Resolve disagreements between management and the external auditor regarding financial reporting.

3.   Oversee the Internal Audit Process:

(a)   Review and appraise the organizational structure, qualifications, independence, budget, and activities of the USNH internal audit department.

(b)   Review and approve the annual internal audit plan and receive interim progress reports on the plan.

(c)   Review and concur with the appointment, reassignment, or termination of the Director of Internal Audit.

(d)   Periodically review USNH's Internal Audit Charter for necessary changes.

(e)   Receive reports of completed internal audits prior to each meeting, and at least annually receive updates on the status of management's actions in response to significant findings from prior reports.

4.   Oversee Risk Management Processes:

(a)   Inquire of management, the internal auditor, and the external auditor about significant financial and compliance risks or exposures to USNH, and assess the steps management has taken to mitigate such risks or exposures.

(b)   Review and accept the USNH Environmental Health and Safety Council's annual report on behalf of the Board.

(c)   Review areas of risk assigned to the Audit Committee by the Executive Committee for further review or other follow-up based on annual enterprise risk reports from the System’s chief executive officers.

(d)   Monitor adherence to USNH conflict of interest policies and related procedures.

5.   Other:

(a)   Provide for the confidential, anonymous submission by employees and other USNH constituents of concerns related to questionable accounting, auditing, or business practices.

(b)   Obtain reports concerning any financial fraud resulting in losses in excess of $10,000 or involving a member of senior management.

(c)   Maintain open lines of communication between the Committee and the USNH external auditor, internal auditor, and management.

(d)   Review and assess the adequacy of this Charter on an annual basis and recommend any changes to the Board.

The Educational Excellence Committee (the "Committee") of the Board of Trustees of the University System of New Hampshire ("USNH") is established in the Board's Bylaws, Article V, Section 3(b). The members of the committee are appointed according to Board policy. The primary function of the Committee is to ensure that the USNH institutions are focused on delivering a high quality education: one that is focused on their students' academic well-being, and committed to their acquisition of the knowledge, skills, and attitudes to be informed citizens, productive workers, life-long learners, and contributors to society. The Committee shall have all authority necessary to fulfill the duties and responsibilities assigned to the Committee in this Charter or otherwise assigned to it by the Board of Trustees. The Committee shall have the following duties and responsibilities:

1.   Academic Program Planning and Review

(a)   Receive information from the Presidents about institutional plans to add or delete programs and confirmation of completed actions.

(b)   Review annually each institution's long-range academic plans, results of academic program reviews, changes made to academic programs, and educational exchange programs offered by or available through each institution.

(c)   Ensure that each institution has carefully considered and designed its curricula to offer the right academic programs and services for students to be successful, both academically and as productive citizens.

2.   Faculty Promotions and Granting of Tenure

(a)   Receive institutional promotion and tenure recommendations from the Presidents.

(b)   Review periodically, not less than every three years, the policies, principles, and procedures used by the institutions to recommend candidates for promotion and tenure.

(c)   Monitor annually the ways in which promotion and tenure recommendations affect the percentage of tenured faculty, affirmative action, the appropriateness to the mission of the institution, institutional planning, and retention of good faculty.

3.   Educational Quality Standards

(a)   Confirm that each institution regularly assesses instructional and academic program effectiveness and takes steps to continuously improve programs on the basis of student learning outcomes and other objective evidence.

(b)   Require the Chancellor to coordinate a process whereby the Presidents propose to the Committee a set of appropriate metrics and targets aimed at assuring the education provided by each institution, and USNH as a whole, meets reasonable quality expectations.

(c)   Monitor each institution's progress toward meeting established quality metric targets.

4.   Student Affairs

(a)   Ensure that each institution has carefully considered and designed its programs, curricular, extracurricular, and otherwise, to provide a quality experience that meets the needs of its students as demonstrated by institutional indicators of student satisfaction, retention, and success.

(b)   Serve as an avenue for the student community to express its views and interests on issues relating to the statutory responsibilities of the Board of Trustees and matters of campus life generally.

(c)   Provide to the Board of Trustees perspectives on emerging student issues and changing needs and interests that may be relevant to the Board's strategic interests and/or the success of students.

5.   Board and Committee Development

(a)   Charge staff, individual Committee members, or others with investigating and/or presenting information on specific topics for Committee consideration relevant to the Board’s academic and strategic interests. Examples of topics include, but are not limited to, affordability, access, enrollment management, academic technology, knowledge creation, student health and welfare, and post-graduation success.

(b)   Make recommendations to the Board of Trustees on matters relating to the coordination of policy and planning for operations relating to the mission of USNH, including, but not limited to, educational programs, research and technology transfer functions and programs, programs related to community and state services related to the USNH mission, faculty promotions and granting of tenure, student affairs, and assessment of institutional and USNH performance in accomplishment of respective missions.

(c)   Review areas of risk assigned to the Committee by the Executive Committee for further review or other follow-up based on annual enterprise risk reports from the System’s chief executive officers.

(d)   Review and reassess the adequacy of this Charter on an annual basis, taking into account the Committee's purpose and its own assessment of its effectiveness, and recommend any proposed Charter changes to the Board of Trustees for approval.

The Investments and Capital Planning Committee (the "Committee") of the Board of Trustees of the University System of New Hampshire ("USNH") is established by State law under RSA 187-A:17 which states that the Governor, the Treasurer of the University System, and 3 members of the Board of Trustees, shall constitute a finance committee responsible for the investment of the USNH funds. Members of the Board serving on the committee shall be appointed per Board of Trustee policy and ideally will have experience in business, investments and/or capital planning. As further enumerated in BOT IV.H, Investment Policy, the Committee shall have the following duties and responsibilities:

1.   Development and annual review of formal investment guidelines and fiscal policies related to investments.

2.   Oversight of pooled cash and investment assets under the direct control of the USNH Board of Trustees and methods of investing, including periodic assessment of investment strategy and results, asset allocation, risk, return and liquidity in accordance with State law (RSA 292-B:3 and 292-B:5) also known as the Uniform Prudent Management of Institutional Funds Act.

3.   Selection, assessment and termination of endowment investment advisors and managers, as applicable.

4.   Recommendations to the Financial Affairs Committee for 1) any changes to the annual spending policy/methodology for distributions from endowment for operations and 2) capital projects to be approved above thresholds established by policy.

5.   Support and advise the Financial Affairs Committee and the Board on USNH capital planning and investments.

6.   Review areas of risk assigned to the Committee by the Executive Committee for further review or other follow-up based on annual enterprise risk reports from the System’s chief executive officers.

The Committee is expected to meet at least four times each fiscal year and more frequently if it is necessary to facilitate prudent and timely decision making.

The Financial Affairs Committee (the "Committee") of the Board of Trustees of the University System of New Hampshire ("USNH") shall be appointed per Board of Trustee policy. The primary function of the Committee is to exercise the fiduciary responsibilities of the Board of Trustees and to make recommendations to the Board on all financial policy and planning matters of USNH. The Committee shall have the following duties and responsibilities:

1.   Review reports, studies, information and recommendations as it may deem necessary for the proper and effective exercise of its responsibilities. Periodic reports include, but are not limited to: budget and fiscal condition; enrollment; financial aid; fundraising; research; capital projects; benefits; and annual municipal payments.

2.   Advise the Board of Trustees on all policy matters relating to financial affairs.

3.   In conjunction with the Audit Committee, review the annual financial statements.

4.   Carry out all responsibilities with respect to USNH financial and capital matters, as designated in existing policies.

5.   Review areas of risk assigned to the Committee by the Executive Committee for further review or other follow-up based on annual enterprise risk reports from the System’s chief executive officers..

The Committee is expected to meet at least four times each fiscal year, and more if it is necessary to facilitate prudent and timely decision making.

The University System Student Board (USSB) shall be comprised of members from each of the four component institutions of the University System of New Hampshire (USNH) as per Article VI of the Bylaws of the USNH Board of Trustees. The primary function of the USSB is to advise the Board of Trustees and each of its committees on all topics and matters of interest to the students of any or all of the component institutions of USNH. The USSB shall have all authority necessary to fulfill the duties and responsibilities assigned to the USSB in this Charter or otherwise assigned to it by the Board of Trustees.

Duties and Responsibilities of the USSB:

1.   Advise the Board of Trustees and its Committees

(a)   Remain apprised of all discussions and business of the Board of Trustees and its committees.

(b)   Maintain active membership on as many Board of Trustees standing committees as possible- at the discretion of the Chair of the Board of Trustees.

(c)   Discuss issues raised by the Board of Trustees and its committees so as to better inform the voting decisions of the two Student Trustees.

(d)   Communicate recommendations or opinions to the Board of Trustees or its committee.

2.   Coordinate and collaborate with component Student Bodies

(a)   Serve as an avenue for communication between student representatives regarding initiatives, resolutions, current issues, and other topics involving the student body and student government at each of the four component institutions.

(b)   Take action to address issues that are common across the component institutions by working with on-campus administrators or bringing the issues to the attention of the Board of Trustees.

(c)   Allow for proposal, discussion, and planning of initiatives that address issues affecting all USNH students to bring back to the student leaders of the component institutions for implementation.

VII.  Executive Committee Charter

The Executive Committee (the “Committee”) of the Board of Trustees, established in Article V, Section 3(a) of the Board’s Bylaws, is composed of the Board Officers and the chairs of the standing committees.  The Committee’s primary authority and responsibility shall be the oversight and coordination of the work of all the Board’s committees and subcommittees.  The Committee shall have the following further authority and responsibility to:

1. Act on behalf and in the name of the full Board of Trustees in all matters requiring Board action between Board meetings, except the election of a president or chancellor.
2. Make recommendations to the Board on the development and coordination of long-range planning and the general administration of USNH.
3. Review and evaluate the performance of, and set compensation for, the Chancellor and Presidents, in accordance with Board policy.
4. Oversee strategic planning, collective bargaining, employee compensation including benefits, and any other subject area not otherwise assigned to another committee or subcommittee.
5. Oversee, implement, decide, and/or approve such other areas, subjects, or matters as may be necessary, desirable, or expedient.