Board Process Review: Board Committee Structure and Responsibilities. Executive Committee September 6, 2018
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1 Board Process Review: Board Structure and Responsibilities Executive September 6,
2 Current Structure Structure adopted by the Board in 2010: Executive (No $$ authority) Audit and Reporting (No $$ authority) Operations and Administration ($$ authority) Capital ($$ authority) 2
3 Structure Change Proposed at Workshop Structure proposed by Chair Somers at the May Board workshop: Executive ($$ authority) Audit and Reporting (No $$ authority) Rider Experience and Operations ($$ authority) Finance and Audit (No $$ authority) System Expansion ($$ authority) 3
4 Goals for Structure Changes Changes to the Board s current committee structure are designed to optimize Board time to focus on strategic issues by: Balancing the workload between committees Building expertise among Board members Shifting Board time away from transactions and more to strategic direction and oversight of agency business 4
5 Additions to Executive Responsibilities Executive ($$ authority) Grant new approval authority for contract approvals Add review of: o Strategies, transactions and budgets for systemwide programs, including TOD and disposition of surplus property o Contract reports related to systemwide programs Consolidate policy review within the Executive 5
6 Executive responsibilities being transferred Move review of: o Communications affecting the rider experience to the Rider Experience and Operations o External engagement to the System Expansion o The agency s financial plan, bond issuances and overall review of the agency budget to the Finance and Audit 6
7 New Name for Operations and Administration Rider Experience and Operations ($$ authority) Rename as the Rider Experience and Operations 7
8 Additions to Rider Experience and Operations Responsibilities Add review of: o Activities and communications affecting the rider experience o System enhancement and state of good repair projects o Proposed annual budgets for system enhancement projects, state of good repair projects, and agency operations o Contract reports related to agency operations and administration 8
9 New Name for Capital System Expansion ($$ authority) Rename as the System Expansion 9
10 Additions to System Expansion Responsibilities Add review of: o Contract reports related to system expansion 10
11 System Expansion Responsibilities Being Transferred Move review of: o System enhancement and state of good repair projects (including review of annual budgets and related contract actions) to the Rider Experience and Operations o Surplus property disposition to the Executive 11
12 New with Greater Focus on Finances Finance and Audit (No $$ authority) Create a new Finance and Audit and sunset the Audit and Reporting The new committee is designed to: o Provide an overall review of the agency budget and finance plan o Better address financial risks and issues o Build expertise on the agency s audit activities 12
13 Responsibilities being transferred to the Finance and Audit Transfer current Audit and Reporting responsibilities for review of: o Financial statements o Performance against capital and operating budgets o Investment and debt performance and risks o Scopes, approaches and results of external and internal audits o Internal audit plans and annual performance audits Transfer Internal Audit Director s direct access and communication with the Finance and Audit Chair 13
14 New Responsibilities for the Finance and Audit Add review of: o The agency s financial plan and policies o Strategy to manage investment and debt performance o Agency risk management efforts o The approach for developing the annual budget o The proposed annual budget upon recommendations from other committees Establish new committee membership 14
15 Responsibilities Not Transferred to the Finance and Audit Review of contract reports transferred to the other committees 15
16 Board Process Review: Timeline September actions (Executive and Board) o Procurement, Agreements and Delegated Authority Policy (Resolution No ) o Board Responsibilities (Resolution No ) October-November Board discussion and actions o Board Rules All actions to take effect on January 1,
17 17
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