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Committees of the Board of Trust

1. There shall be the following standing committees of the Board of Trust, together with such other standing and ad hoc committees as the Board may create from time to time: Academic and Student Affairs, Athletics, Audit, Compensation, Executive, Governance and Board Affairs, Investment and Medical Center Affairs. [2015] 

A ll committee members, including community members, shall serve renewable three- year terms for a maximum of two terms after which the member is ineligible for re-election for one year. All committee chairs and vice-chairs shall serve renewable three-year terms for a maximum of two consecutive terms and shall be ineligible for re-election for one year. Notwithstanding the foregoing, a member serving as chair or vice-chair at the expiration of said term as a member may be re-elected as a member in order to complete the maximum term of service as chair or vice-chair. Also notwithstanding the foregoing, a committee member s term shall cease when his/her term as a Board member ends. Members of ad hoc Board committees shall serve at the pleasure of the Chairman of the Board. [ 2015

A majority of the voting members of a committee shall constitute a quorum for the transaction of business. [2002]

2. The Academic and Student Affairs Committee shall be elected by the Board of Trust and be composed of the Chancellor and at least five additional members of the Board. The Chairman of the Board shall appoint the chair and vice chair of the Committee. The Committee shall meet at least semi- annually. [2015]

The Committee shall review the operation and provide oversight of the athletic programs of the University, and shall assist with public relations and fund-raising in support of those programs. The Committee shall be advisory to the Board of Trust and meeting minutes shall be available for Trustee review . [ 2015

3. The Athletics Committee shall be elected by the Board of Trust and be composed of the Chancellor and at least five additional members of the Board. The Chairman of the Board shall appoint the chair and vice-chair of the Committee. The Committee shall meet semiannually in conjunction with the Board of Trust meetings. [2009]

It shall review the operation of the athletic programs of the University, and shall assist with public relations and fund-raising in support of those programs. The Committee shall be advisory to the Board of Trust and shall report on its activities at the semi-annual meetings of the Board. [2009]

C.4. The Audit Committee shall be elected by the Board of Trust and shall be composed of the Chairman of the Board and at least five additional members of the Board who are not employed by the University and are financially literate. Additionally, at least one member should be an “audit committee financial expert” as defined by the Securities and Exchange Commission. The Chairman of the Board shall appoint the chair and vice-chair of the Committee. The Committee shall meet at least semi-annually. [2015] 

The Committee shall have authority and direct responsibility for appointing, compensating, and overseeing the external auditors and for reviewing reports and management letters generated by the external auditors. At least annually it will report its assessment of the external auditors to the full Board. It serves as the Board of Trust’s overall guardian of financial integrity. It shall review reports of Internal Audit activities in addition to reviewing the appointment and replacement of the Director of Internal Audit. The Committee shall also r eview reports of the University’s compliance efforts, including the adequacy and management of the University’s conflict of interest policies and provide oversight of compliance with those policies. The Committee has the authority and necessary funding to engage independent counsel and other advisers as it determines necessary to carry out its duties. Meeting minutes shall be available for Trustee review. [2015] 

5 . The Compensation Committee shall be elected by the Board of Trust and be composed of the Chairman of the Board and at least five additional members of the Board . The Chancellor shall not serve on the Committee. The Chairman of the Board shall appoint the chair and vice- chair of the Committee. The Committee shall meet at least semi-annually and make recommendations to the Executive Committee. [ 2015

The Committee shall oversee Vanderbilt’s general officer evaluation processes and total compensation , and the compensation o f any other employees that would be considered disqualified pursuant to IRS regulations. The general officers of Vanderbilt include the Chancellor and all Vice Chancellors . T he Committee shall establish, monitor, and modify the Executive Compensation Philosophy as necessary to meet the needs of Vanderbilt. The Committee shall also periodically review the reasonableness and appropriateness of expenditures made by or for the General Officers and recommend policies or procedures for expense reimbursement. The Committee has the authority and necessary funding to engage independent counsel and other advisers, as it determines necessary to carry out its duties. The c hair shall report to the full Board of Trust annually on the matters considered each year by the Committee . [2015]

6 . The Executive Committee shall be elected by the Board of Trust and be composed of the Chairman of the Board, who shall serve as chair; the Vice-Chairmen of the Board , who shall serve as vice-chairs ; the Secretary of the Board; the Chancellor, who shall serve as Secretary; the chairs of the Audit Committee , Compensation Committee , Governance and Board Affairs Committee, Investment Committee , Medical Center Affairs Committee , and any special University-wide fund raising campaign; and up to five additional members of the Board. The Board of Trust shall also have the authority to elect additional members of the Board to the Executive Committee as necessary to conduct the business of the Committee. The Executive Committee shall meet as needed. [2015]

The Executive Committee shall be empowered to act upon all questions and transact business of every kind when the Board is not convened except that which, pursuant to law or these Bylaws, requires action by the full Board of Trust. The Committee shall have the authority and direct responsibility for review and approval of the annual University Budget and long-range policies governing University expenditures and other financial obligations. The action of the Committee shall be final provided it shall be without authority to alter, modify, or rescind any affirmative action or policy taken or approved by the Board. All actions taken by the Committee shall be reported to the Board at its next regular meeting, or through the distribution of minutes which shall be available for Trustee review. [ 2015 ]

7 . The Governance and Board Affairs Committee shall be elected by the Board of Trust and be composed of the Chairman of the Board , the Chancellor , and at least five additional members of the Board, one of whom shall be appointed chair by the Chairman of the Board. The Chairman of the Board shall also appoint the vice-chair of the Committee. At least one member of the Committee shall also be a member of the Investment Committee. The Governance and Board Affairs Committee shall meet as needed. [2015]

The Committee shall present nominations for membership of the Board, for officers of the Board, and for membership of the standing committees of the Board. The Committee shall periodically review the By-Laws and any proposed changes to the By-Laws. In accordance with Chapter III (Amendments), the Governance and Board Affairs Committee shall make recommendations to the Board regarding any proposed amendment. In accordance with Chapter I, A, 6, in the event the dismissal of a Trustee is warranted, the Committee shall make the recommendation to the Board. The Committee may also make recommendations on any other matters relating to Board affairs and the operations of the Board [ 2015

8 . The Investment Committee shall be elected by the Board of Trust and be composed of the Chairman of the Board, the Chancellor, and at least five additional members of the Board, and up to three individuals not members of the Board who are chosen for their investment expertise. The Chairman of the Board shall appoint one of the additional members of the Board to serve as chair. The Chairman of the Board shall also appoint the vice-chair of the Committee. The Committee shall meet at least quarterly. [ 2015 ]

The Committee shall have authority and direct responsibility , within any policies and subject to any specific instructions of the Board, for the management, investment and custody of the University's endowment assets, and of assets functioning as endowment, and for the investment of the assets of charitable remainder and other trusts where the University is named trustee. The Committee may delegate management and investment authority to the Vice Chancellor for Investments, provided that delegation is in writing, that the Committee receive and review regular reports from the Vice Chancellor for Investments, and that the Committee review the level of delegation and the policies and procedures of the Vice Chancellor for Investments on at least an annual basis. The Chancellor, and those acting on his authority, shall be responsible, within any policies and subject to any specific instructions of the Board, for the other assets of the University. Meeting minutes shall be available for Trustee review. [ 2015

9 . The Medical Center Affairs Committee shall be elected by the Board of Trust and be composed of the Chairman of the Board, the Chancellor, at least six additional members of the Board of Trust, and up to four individuals not members of the Board nor employed at Vanderbilt who are chosen for their health care expertise. The Chairman of the Board shall appoint the chair and the vice chair of the Committee. The Committee will meet at least quarterly. [2012] 

The Medical Center Affairs Committee shall have the following powers, authority, and jurisdiction

  •   to study, review, and adopt the strategic plans of the Vanderbilt University Medical Center, including its Medical School, Nursing School, hospitals, clinics and related activities;

  • to supervise the operations of said schools, hospitals, clinics and related activities;

  • to authorize the employment and/or appointment of faculties and professional staff of said schools, hospitals, clinics and related activities, with the exception of appointments or promotions to positions of tenure, and appointments of general officers and deans of colleges and schools, which require Board of Trust approval on the recommendation of the Chancellor;

  • to approve strategic plans, capital plans and capital budgets, and annual operating budgets for recommendation, review and any approval to the Budget Committee;

  • to approve, on the recommendation of the Chancellor, capital expenditures less than or equal to $2 million provided the expenditures are within the capital plans approved annually by the Board of Trust and consistent with all university fiscal and budget policies;

  • to approve for recommendation to the Executive Committee, on the recommendation of the Chancellor, capital expenditures greater than $2 million provided the expenditures are within the capital plans approved annually by the Board of Trust and consistent with all University fiscal and budget policies;

  • to approve the By-laws of the Medical Center staff; and

  • to approve medical staff terminations and curtailment of clinical privileges and to participate in corrective actions for medical staff.

The Chair, or in the Chair’s absence or unavailability, the Vice -chair of the Medical Center Affairs Committee, shall be authorized to act on behalf of the Committee when necessary to approve appointments and re-appointments of the medical staff; to participate in Corrective Actions under the Vanderbilt University Medical Center Medical Staff By-laws; and to approve such policies and procedures as necessary to comply with the Joint Commission on Accreditation of Healthcare Organizations or other regulatory agencies. [2008]

The Committee shall be regularly informed of and shall hold Medical Center administration responsible for the quality and safety of medical care provided by Medical Center hospitals, clinics and medical and professional staff. In this regard, the Committee is charged with assisting the Medical Center in complying with the standards of the Joint Commission on Accreditation of Healthcare Organizations relating to the delivery of high quality patient care. It shall review reports of the Medical Center Compliance Office and make recommendations and reports as are appropriate to the Audit Committee. The Committee shall regularly receive reports and recommendations from senior University administrators and others regarding all relevant academic, clinical, financial and compliance matters as are necessary for the Committee to execute its authority and responsibility for oversight of the Medical Center. The Committee shall make regular and complete reports of its proceedings to the Board of Trust. Notwithstanding any other provision in the By-laws, nothing shall be interpreted as interfering with or displacing the existing authority of Board policy committees in the exercise of their duties and fiduciary oversight. [2008]