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The Governance Committee (the "Committee") of the Board of Trustees of the ×î¿ì¿ª½±Ö±²¥½ÁÖé½á¹û ("×î¿ì¿ª½±Ö±²¥½ÁÖé½á¹û") 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 ×î¿ì¿ª½±Ö±²¥½ÁÖé½á¹û. 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:

(²¹)Ìý  Periodically examine the effectiveness of relationships and communications among the various governance institutions of ×î¿ì¿ª½±Ö±²¥½ÁÖé½á¹û, including the Board of Trustees, the Chancellor and the Chancellor’s office, the Presidents and the academic institutions, and the Administrative Board.

(²ú)Ìý  Periodically review and recommend improvements to the processes and policies associated with conflict resolution among the various governance institutions of ×î¿ì¿ª½±Ö±²¥½ÁÖé½á¹û.

(³¦)Ìý  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.

(²ú)Ìý  Periodically review the structure, size, and other attributes of the Board and recommend changes calculated to maximize the Board's efficiency and effectiveness.

3.Ìý  Board of Trustees Effectiveness:

(²¹)Ìý  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 ×î¿ì¿ª½±Ö±²¥½ÁÖé½á¹û.

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

(³¦)Ìý  Establish, coordinate and review with the Chairperson of the Board criteria and method for evaluating the effectiveness of the Board.

(»å)Ìý  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.

(´Ú)ÌýÌý 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.