2150 River Plaza Drive, Suite 460
Sacramento, CA 95833

Compensation & Governance Committee Meeting

 April 6, 2016

3:00 p.m.
(Meeting in offices of TNBC)

Call to order

1. Call to Order of the Meeting of the Compensation & Governance  Committee

The Committee Chair will call the meeting to order if a quorum is present. Announcements may be made at this time.


Public comment

2. Public Comments

Opportunity for members of the public to address the committee.


Action item

3. Approval of the minutes

The Committee Chair will request approval of the minutes of the Compensation & Governance Committee meeting of February 23, 2016 Meeting.

Download the February 23, 2016 Minutes (PDF, 111 KB)


Action item

4. Amendment to Executive Director’s employment agreement

The Committee will review the Executive Directors’ employment agreement. As in past years, the employment agreement is proposed for a three-year term beginning at the anniversary date of the existing employment agreement, March 15, 2016.

Download the Executive Director’s Employment Amendment (PDF, 290 KB)


Action item

5. Review and approve executive compensation to ensure it is “just and reasonable,” in accordance with the California Nonprofit Integrity Act of 2004

The Board is required to determine that changes to a chief executive officer’s compensation, including the term of an employment agreement, are “just and reasonable.” See excerpt from California Government Code, Section 12586(g):

The board of directors of a charitable corporation or unincorporated association, or an authorized committee of the board, and the trustee or trustees of a charitable trust shall review and approve the compensation, including benefits, of the president or chief executive officer and the treasurer or chief financial officer to assure that it is just and reasonable. This review and approval shall occur initially upon the hiring of the officer, whenever the term of employment, if any, of the officer is renewed or extended, and whenever the officer’s compensation is modified. Separate review and approval shall not be required if a modification of compensation extends to substantially all employees.


Action item

6. Review Compensation and Governance Committee Charter

This policy was updated in 2015. It is presented to the committee for general review.

Download the Compensation and Governance Committee Charter (PDF, 60 KB)


Action item

7. Review Document Retention & Destruction Policy

This policy is currently being updated and has been submitted to legal counsel for review. It is presented to the committee for review and changes if necessary.

Download the Retention & Destruction Policy (PDF, 82 KB)


Action item

8. Review Donation Policy

This policy was updated in 2015. It is presented to the committee for general review.

Download the Donation Policy (PDF, 145 KB)


Action item

9. Review Travel & Other Expense Reimbursement Policy

This policy was reviewed in 2015 and no changes were made. It is presented to the committee for general review.

Download the Travel & Other Expenses Reimbursement Policy (PDF, 102 KB)


Action item

10. Review Whistleblower Policy

This policy was updated in 2015. It is presented to the committee for general review.

Download the Whistleblower Policy (PDF, 68 KB)


Public comment

11. Public comments

Opportunity for members of the public to address the Compensation & Governance Committee.


Adjournment

12. Adjournment

Official adjournment of the meeting.