FACE Foundation

- Supporting French-American Cultural Exchange in Education and the Arts



H1-Finance and Investment Committee Charter

The Finance and Investment Committee (the “Committee”) of the Board of Trustees (the “Board”) of FACE Foundation (the “Foundation”) will oversee the financial health of the Foundation, including financial objectives, strategies, and results consistent with the Foundation’s mission, and the investment of the Foundation’s funds.

H2-Composition and Meetings

The Committee will consist of at least three (3) Trustees, one of whom shall be the Treasurer, if he or she is a Trustee. The Board shall select one member of the Committee to serve as the Chair of the Committee (the “Chair”). The Treasurer may not serve as the Chair. The Committee may elect non-voting advisory members.
The Committee shall meet at the call of the Chair, who shall establish the agenda for Committee meetings. A majority of the Committee shall constitute a quorum at any meeting. The act of a majority of the Committee members present at a meeting at which a quorum is present will be the act of the Committee. The Committee may act without a meeting, in the manner and subject to the limitations provided by law and the Foundation’s Bylaws.
The Committee shall report to the Board concerning Committee recommendations and actions as soon as is practicable following the making of such recommendations and actions.

H3-Functions and Responsibilities

Finance Responsibilities
In furtherance of the above purposes, the Committee shall:
• Review and approve the proposed annual operating budget for submission to the Board;
• Review and approve the annual capital expenditures budget, if applicable, for submission to the Board;
• Evaluate and monitor the Foundation’s long and short-term indebtedness, cash flows, and uses and applications of funds;
• Recommend to the Board for selection and termination the services of financial institutions utilized by the Foundation, and periodically review the Foundation’s significant commercial banking relationships;
• Monitor the ongoing financial performance of the Foundation, including review of financial reports at least quarterly, and more often should circumstances warrant; and
• Report to the Board at least quarterly on the ongoing financial performance of the Foundation.

H4-Investment Responsibilities

• Formulate and propose an investment policy to the Board and implement such policy as approved by the Board;
• Establish, review, and modify investment guidelines, including guidelines regarding asset classes, asset allocation ranges, and prohibited investments, in accordance with the investment policy of the Foundation;
• Supervise and manage the investment and reinvestment of the Foundation’s investment portfolio, if any (the “Portfolio”), and exercise those powers relating to the investment management of the Portfolio that are conferred upon the Foundation by law;

H5-Delegate investment functions

• Appoint, oversee the performance of, and, if necessary, terminate any investment adviser and/or manager;
• Assess the independence of all agents to whom management function is delegated;

• Evaluate investment performance of the Portfolio, taking into account compliance with the investment policy; and
• Present a report to the Board with respect to the performance of the Portfolio at least quarterly.
In addition, the Committee shall perform such additional duties and functions as the Board may delegate to it, and shall periodically review the adequacy of this Charter.

H2-Standard of Care in Investment Oversight

In exercising their responsibilities, members of the Committee will act in good faith and with that degree of diligence, care, and skill that ordinarily prudent persons would exercise under similar circumstances in like positions. Any members of the Committee with special skills or expertise, or who are selected in reliance upon their representation that they have special skills or expertise, have a duty to use those skills or that expertise in managing and investing the Portfolio.
In making decisions regarding the Portfolio, the Committee will specifically consider the following factors, if relevant:
• General economic conditions;
• The possible effect of inflation or deflation;
• Expected tax consequences;
• The role that each investment or course of action plays within the overall Portfolio;
• Expected total return of the Portfolio from income and the appreciation of investments;
• The other resources of the Foundation;
• The needs of the Foundation and of particular investment funds to make distributions and preserve capital;
• An asset’s special relationship or special value, if any, to the Foundation’s charitable purposes;
• The importance of diversification;
• Liquidity considerations;
• The impact of management or administration costs; and
• Risk management.
The Committee will incur only costs that are reasonable and appropriate in relation to the assets of the Foundation, its purposes, and the skills available to the Foundation, and will make reasonable effort to verify facts relevant to the management and investment of the Portfolio. The Committee will review at least annually any decision not to diversify.
This Section 4 shall be deemed to be a part of the Foundation’s investment policy, as in effect from time to time.
This Charter was approved by the Board at its meeting on _______________ __, 2018.