Committee Charter

Governance & Nominating Committee Charter

Purpose - Assist the Board of Directors (the Board) in: - Identifying, evaluating, and recommending qualified candidates for election or appointment to the Board. - Developing and overseeing the company’s corporate governance framework, policies, and practices. - Planning Board leadership and director succession. - Overseeing annual evaluations of the Board, its committees, and individual directors. - Overseeing director orientation and continuing education. - Advising on shareholder engagement and governance-related disclosures.

Responsibilities 1) Board composition, nominations, and succession - Maintain and periodically refresh a Board skills, experience, and diversity matrix aligned with the company’s strategy and risk profile. - Identify and screen director candidates (including consideration of diversity, independence, overboarding, and potential conflicts). - Recommend nominees for election or appointment to the Board and re-nomination of incumbent directors. - Oversee processes for filling Board and Board leadership vacancies, and make recommendations on Board leadership structure (e.g., Chair, Lead Independent Director). - Recommend committee assignments and committee chair appointments in coordination with the Board Chair.

2) Corporate governance policies and practices - Develop, review at least annually, and recommend updates to Corporate Governance Guidelines and other governance policies (e.g., majority voting/resignation, related-party transactions, director independence standards, shareholder engagement policy). - Oversee policies on director independence and assess independence of directors annually and as changes occur. - Oversee the Code of Business Conduct and Ethics and related party transaction policies as they relate to directors and the Board; coordinate with other committees as appropriate. - Monitor relevant regulatory, listing, and best-practice developments; recommend responsive governance changes.

3) Board evaluations, effectiveness, and education - Design and oversee annual evaluations of the Board, its committees, and individual directors; review results and recommend enhancements. - Oversee director orientation and continuing education programs. - Monitor director performance, attendance, and potential conflicts; recommend remedial actions when appropriate.

4) Shareholder engagement and disclosures - Review and advise on governance-related sections of the company’s proxy statement, annual report, website disclosures, and ESG/governance reports. - Advise on engagement with shareholders and proxy advisors on governance and board-related matters; receive and review feedback from such engagements.

5) Risk oversight and coordination - Oversee governance-related risks (e.g., board composition, succession, conflicts, culture and ethics as they pertain to the Board), and coordinate with other Board committees on overlapping areas (e.g., ESG oversight, compliance, human capital governance) to avoid gaps or duplication.

6) Committee administration - Maintain minutes, agendas, and an annual work plan. - Review this Charter at least annually and recommend changes to the Board. - Conduct an annual self-evaluation of the Committee’s performance.

Composition - Size: 3 to 5 directors. - Independence: All members shall be independent under applicable exchange listing standards and the company’s Corporate Governance Guidelines. - Appointment and removal: Members and the Chair are appointed by the Board and may be removed by the Board at any time. - Chair selection: The Board shall designate the Committee Chair. The Chair sets agendas, presides over meetings, and acts as liaison to the Board. - Expertise: Collectively, members should have experience in corporate governance, board operations, strategy, and talent/succession planning.

Meetings - Frequency: At least quarterly; more often as needed. - Quorum: A majority of members constitutes a quorum. - Voting: Actions require a majority of members present; the Committee may act by unanimous written consent. - Executive sessions: The Committee will regularly meet in executive session without management present. - Attendees: The Committee may invite other directors, management, or advisors to attend as appropriate.

Reporting - Report to the Board after each meeting on key discussions, actions, and recommendations. - Provide an annual summary of activities, findings, and recommendations, including outcomes of the Board and committee evaluation process. - Ensure meeting minutes are prepared and maintained with the company’s records.

Authority and Limits - Investigative authority: The Committee may conduct or authorize investigations into any matters within its scope of responsibility. - Advisors: The Committee may retain, direct, and terminate independent search firms, legal counsel, and other advisors, and approve their fees and retention terms, within an annual budget approved by the Board. - Access: The Committee has full access to the company’s books, records, officers, employees, and external advisors as necessary to fulfill its duties. - Subcommittees: The Committee may form and delegate authority to subcommittees, provided any such delegation complies with law, regulation, and Board directives. - Approval limits: Except where expressly delegated by the Board or required by law or listing standards, the Committee’s role is advisory; it recommends actions for Board approval and may not bind the company or the Board. The Committee may approve non-substantive or administrative updates to governance documents consistent with Board-approved guidelines.

Administrative Provisions - The Committee will align its calendar with key governance milestones (e.g., proxy timeline, annual meeting, Board refresh cycles). - This Charter will be reviewed at least annually and updated as recommended by the Committee and approved by the Board.

Finance & Audit Committee Charter

1. Purpose The Finance & Audit Committee (the Committee) assists the Board of Directors (the Board) in fulfilling its oversight responsibilities with respect to: - The integrity of the Company’s financial statements and related disclosures. - The effectiveness of internal control over financial reporting and disclosure controls. - The qualifications, independence, performance, and compensation of the external auditors. - The performance and independence of the internal audit function. - The Company’s financial strategy, capital structure, liquidity, treasury, tax, and insurance matters. - Compliance with legal and regulatory requirements related to financial reporting and ethics. - The processes for identifying, assessing, and managing financial and related risks.

2. Responsibilities A. Financial Reporting and Controls - Oversee the quality and integrity of annual and interim financial statements and management’s discussion and analysis; review significant accounting and reporting issues, estimates, and judgments; recommend approval to the Board. - Review the adequacy and effectiveness of internal control over financial reporting and disclosure controls, including management’s assessments and remediation plans. - Review material off-balance sheet arrangements, related-party transactions, and significant new or changed accounting policies. - Oversee procedures for the receipt, retention, and treatment of complaints regarding accounting, internal accounting controls, or auditing matters, including confidential, anonymous submissions by employees (whistleblower).

B. External Audit - Recommend to the Board the appointment, reappointment, or removal of the external auditors; approve audit engagement terms and fees. - At least annually, evaluate the auditors’ qualifications, performance, and independence; review all relationships and services that may bear on independence; oversee rotation of lead audit partner as required. - Pre-approve all audit and permitted non-audit services by the external auditors, consistent with applicable policy and regulation. - Review the annual audit plan, scope, results, significant findings, and management’s responses; discuss any difficulties, restrictions, or disagreements with management.

C. Internal Audit - Approve the internal audit charter, annual risk-based audit plan, resource levels, and any material changes; review significant reports and management’s responses. - Ensure the internal audit function has organizational independence, unrestricted access, and direct reporting to the Committee. - Participate in the selection, performance evaluation, and, if appropriate, removal of the head of Internal Audit.

D. Finance, Treasury, and Capital - Review and recommend to the Board the annual operating and capital budgets and multi‑year financial plans; monitor performance against plans and key financial covenants. - Oversee capital structure and allocation, including liquidity, cash management, debt and equity financing, credit facilities, dividend and share repurchase policies, and hedging strategies. - Review investment policies and the management of surplus cash and pension plan assets (if applicable). - Review material capital expenditures, acquisitions, divestitures, and other significant financial commitments, within Board‑approved thresholds and policies. - Oversee insurance programs and risk financing strategies; review adequacy of coverage.

E. Risk, Compliance, and Ethics (Financial Scope) - Oversee financial and related enterprise risks, including fraud risk, tax risk, credit, market, liquidity, and counterparty risks; review management’s risk assessments and mitigation plans. - Review the effectiveness of ethics and compliance programs related to financial reporting, including the code of conduct as it pertains to finance personnel. - Review the Company’s tax strategy and material tax exposures. - Receive periodic reports on information technology general controls relevant to financial reporting and on cybersecurity risks with potential financial reporting implications.

F. Other Duties - Review and recommend to the Board this Charter and proposed changes at least annually. - Conduct an annual self‑assessment of Committee performance. - Perform any additional activities consistent with this Charter, the Company’s bylaws, and applicable laws and regulations, as the Board deems necessary.

3. Composition and Membership - Size: The Committee shall comprise three to seven directors, as determined by the Board. - Independence: All members shall meet applicable independence and financial literacy requirements under governing laws, regulations, and listing standards. At least one member shall be an audit committee financial expert (or equivalent) as determined by the Board. - Appointment and Removal: Members and the Chair are appointed annually by the Board and may be removed by the Board at its discretion. - Chair: The Chair shall be an independent director, not the Board Chair. The Chair sets agendas in consultation with management, presides over meetings, and reports to the Board. - Management Attendance: The Chief Financial Officer, Controller/Chief Accounting Officer, head of Internal Audit, and representatives of the external auditors shall attend meetings by invitation and without voting rights. The Committee may exclude any non‑members from all or part of any meeting.

4. Meetings - Frequency: The Committee shall meet at least quarterly and as otherwise required to discharge its responsibilities, including to review annual and interim financial statements. - Executive Sessions: The Committee shall meet in separate, regular executive sessions with (i) management, (ii) the external auditors, and (iii) the head of Internal Audit, without others present. - Quorum and Voting: A majority of members constitutes a quorum. Actions require a majority vote of members present. - Minutes: The Corporate Secretary or designee shall keep minutes of each meeting. Materials shall be distributed sufficiently in advance for meaningful review.

5. Reporting - The Chair shall report to the Board after each meeting on matters reviewed, decisions taken within delegated authority, and recommendations requiring Board action. - The Committee shall provide the Board with copies of minutes and written reports, including an annual report summarizing activities, key findings, auditor independence, and the results of the Committee’s self‑assessment and Charter review. - Significant issues (including control deficiencies, compliance matters, or instances of fraud) shall be escalated promptly to the Board Chair and, where appropriate, to the full Board.

6. Authority and Access; Limits - Investigative Authority: The Committee may investigate any matter within its scope, with full access to Company books, records, facilities, and personnel. - Advisors and Funding: The Committee may, at the Company’s expense, retain independent legal, accounting, or other advisors as it deems necessary, and shall receive adequate funding to (i) compensate external auditors and advisors, and (ii) cover ordinary administrative expenses of the Committee. - Approvals: The Committee may approve, within Board‑approved policies and delegated authority: - External audit engagement terms, fees, and pre‑approval of audit and permitted non‑audit services. - The internal audit charter, plan, and material changes; appointment and removal of the head of Internal Audit (subject to any Board or governance requirements). - Financial policies (e.g., treasury, investment, hedging, credit, tax, authority matrices) and specific transactions or commitments within limits delegated by the Board. - Recommendations: The Committee shall recommend to the Board for approval matters outside its delegated authority, including annual and interim financial statements, budgets and multi‑year plans, dividend and share repurchase programs, significant financings, and material mergers, acquisitions, or divestitures. - Management’s Role: The Committee provides oversight and advice; it does not assume management’s responsibilities, perform audits, or certify financial statements.

7. Conflicts of Interest and Confidentiality - Members shall disclose any actual or potential conflicts of interest and recuse themselves where appropriate. - All information received by the Committee is confidential and shall be safeguarded in accordance with Company policy and applicable law.

8. Charter Review and Effectiveness - This Charter shall be reviewed by the Committee at least annually and any proposed changes submitted to the Board for approval. - The Committee shall conduct an annual evaluation of its performance and report the results to the Board.

Effective Date - This Charter is effective as of the date of Board approval and supersedes any prior Finance, Audit, or combined committee charters to the extent of any inconsistency.

Investment & Endowment Committee Charter

1. Purpose The Investment & Endowment Committee (the Committee) is established by and accountable to the Board of Directors/Trustees (the Board) to oversee the stewardship, investment, and prudent management of the Organization’s investable assets, including endowment and quasi-endowment funds. The Committee’s purpose is to: - Preserve and grow the long-term purchasing power of the endowment and other investment pools. - Support the Organization’s mission through disciplined investment management, prudent risk oversight, and a sustainable spending policy. - Ensure compliance with applicable law, donor restrictions, and Board-approved policies.

2. Responsibilities Subject to Board oversight, the Committee shall: - Policy and Governance - Develop, recommend to the Board for approval, and periodically review the Investment Policy Statement (IPS), Endowment Spending Policy, and related governance documents. - Establish, review, and recommend strategic asset allocation targets, ranges, and risk parameters. - Recommend to the Board any adoption or material change in an outsourced chief investment officer (OCIO) model or investment advisory structure.

- Manager/Advisor Oversight and Due Diligence - Select, appoint, monitor, and, as appropriate, terminate investment advisors, managers, consultants, custodians, and other service providers, in accordance with authority limits. - Oversee operational and investment due diligence, including evaluation of investment process, performance, organizational stability, fees, compliance, and operational risk. - Review and approve guidelines for manager mandates; monitor adherence and take remedial action when necessary.

- Portfolio Management and Risk - Oversee implementation of the IPS, including rebalancing within approved ranges, liquidity management, and cash needs. - Review performance, risk, and cost at least quarterly versus appropriate benchmarks and peers; evaluate attribution and risk factors (e.g., volatility, drawdown, liquidity, leverage, concentration, and currency). - Oversee valuation practices for illiquid investments and fair value determinations in coordination with management and, as appropriate, the Audit/Finance Committee.

- Endowment Administration - Ensure compliance with donor restrictions and applicable law (e.g., UPMIFA or comparable law), including prudence in appropriation for expenditure. - Recommend annual spending rate consistent with Board-approved policy; review unitization practices and interfund allocation methodologies. - Oversee restricted fund reporting and adherence to donor intent.

- Compliance and Ethics - Ensure investments comply with applicable laws, organizational policies (including Conflict of Interest and Insider Trading policies), and contractual obligations. - Oversee proxy voting, stewardship, and any responsible/mission-related investing guidelines adopted by the Board.

- Coordination and Reporting - Coordinate with the Audit/Finance Committee on financial reporting, valuation, internal controls, and custody/safekeeping matters. - Review fee and expense transparency, including all-in costs, and seek cost efficiency.

- Continuous Improvement - Maintain Committee education on relevant markets, asset classes, and best practices. - Review this Charter, the IPS, and the Spending Policy at least annually and recommend updates to the Board.

3. Composition and Appointment - Size and Membership: The Committee shall consist of 5 to 9 voting members, the majority of whom shall be members of the Board. Members shall collectively possess investment, financial, and fiduciary expertise appropriate to the Committee’s responsibilities. - Chair: The Board Chair shall appoint the Committee Chair (and may appoint a Vice Chair). The Committee Chair must be a member of the Board. - Ex Officio Participants: The Chief Executive Officer, Chief Financial Officer, Chief Investment Officer (if any), and other staff or advisors may attend as non-voting, ex officio participants. - Terms: Voting members are appointed by the Board for staggered terms of up to three years, renewable, subject to the Organization’s governing documents and Board policies. - Quorum and Voting: A majority of voting members constitutes a quorum. Actions require a majority vote of members present. No proxies unless permitted by the Organization’s bylaws. - Independence and Conflicts: Members shall comply with the Organization’s Conflict of Interest Policy; any member with a real or perceived conflict shall disclose it and recuse from related deliberations and votes.

4. Meeting Frequency and Procedures - The Committee shall meet at least quarterly and more frequently as circumstances require. The Chair may call special meetings. - The Committee may meet in executive session with management, with external advisors, or in closed session as needed. - Meeting materials will be distributed sufficiently in advance to permit informed discussion. Minutes shall be prepared and maintained as part of the Organization’s records.

5. Reporting Requirements - The Committee shall report to the Board at least quarterly on portfolio positioning, performance versus benchmarks, risk, liquidity, fees, material compliance matters, spending, and significant actions taken under delegated authority. - The Committee shall provide the Board an annual Endowment Report summarizing investment results, risk metrics, spending, compliance with donor restrictions, and key policy or governance changes. - Material breaches of policy, significant valuation issues, or other noteworthy events shall be reported to the Board Chair promptly.

6. Authority and Limits The Committee’s authority derives from the Board. The Committee may delegate day-to-day execution to management, the CIO/OCIO, or advisors, consistent with the IPS and this Charter. The Committee’s specific authorities and limits include:

- Policy and Strategy - May recommend to the Board: IPS, Spending Policy, strategic asset allocation, and any material changes thereto. The Committee may not unilaterally change these policies without Board approval.

- Portfolio Implementation - May authorize rebalancing transactions within the IPS target ranges and risk limits. - May approve hiring and termination of investment managers/advisors and open/close investment accounts, provided: • No single manager’s total exposure exceeds 10% of total investable assets without Board approval. • No single new mandate or fund commitment exceeds 3% of the long-term investment pool (measured at commitment) without Board approval. • Aggregate net new commitments in any fiscal year do not exceed 15% of the long-term investment pool without Board approval. - May approve private market commitments, co-investments, and secondary transactions within the above limits and IPS constraints.

- Risk, Liquidity, and Leverage - May employ derivatives, overlays, and currency management consistent with the IPS risk limits; may not authorize recourse borrowing or leverage beyond Board-approved credit facilities and IPS parameters. - Must maintain adequate liquidity to meet spending, capital calls, and obligations under normal and stressed conditions per the IPS.

- Spending and Distributions - May recommend the annual spending rate in accordance with the Board-approved Spending Policy; may not change the formula or methodology without Board approval.

- Fees and Expenses - May negotiate and approve fee schedules and expense arrangements for investment services within budgeted parameters; material deviations require Board or Finance Committee concurrence as applicable.

- Contracts and Delegations - May execute investment-related agreements (e.g., subscription documents, IMAs, custody, consulting) within legal counsel review and within the above authority limits. - Any delegation to an OCIO must be pursuant to a Board-approved agreement and scope.

- Limits on Authority - The Committee has no authority to: approve organizational borrowing outside Board-approved facilities; obligate the Organization outside investment-related matters; alter donor restrictions; or amend governing documents.

7. Access to Advisors and Resources The Committee may retain, evaluate, and terminate external advisors, consultants, counsel, auditors (as to valuation matters), and other experts as it deems necessary, and shall have access to all information and personnel reasonably required to fulfill its duties.

8. Confidentiality Members and attendees shall maintain the confidentiality of all non-public information received in connection with Committee service, subject to legal and fiduciary obligations.

9. Annual Review and Self-Assessment The Committee shall annually assess its performance, review this Charter, and recommend any changes to the Board for approval.

Adoption This Charter is effective upon approval by the Board and supersedes any prior charters governing the Committee’s investment and endowment oversight responsibilities.