Board Resolution for 2019 Board of Directors Compensation and Expense Reimbursement Policy
EX-10.6 5 ex106boardresolutionfo.htm BOARD RESOLUTION 2019 BOARD OF DIRECTORS COMPENSATION & EXPENSE REIMBURSEMENT Exhibit
FEDERAL HOME LOAN BANK OF SAN FRANCISCO
September 28, 2018
RESOLVED, that the Board of Directors of the Federal Home Loan Bank of San Francisco hereby approves the Board of Directors Compensation and Expense Reimbursement Policy, with revisions, as set forth in Exhibit J.
I certify that this is a true and correct copy of a resolution adopted by the Board of Directors of the Federal Home Loan Bank of San Francisco at its meeting on September 28, 2018.
/s/ Suzanne Titus-Johnson
Suzanne Titus-Johnson, Senior Vice President and
General Counsel-Corporate Secretary
FEDERAL HOME LOAN BANK OF SAN FRANCISCO
Board of Directors
Compensation and Expense Reimbursement Policy
The Board of Directors of the Federal Home Loan Bank of San Francisco hereby establishes the following Compensation and Expense Reimbursement Policy for 2019.
To provide the Directors with reasonable compensation for the performance of their duties as members of the Board of Directors and the amount of time spent on official Bank business, the Bank will pay service and meeting fees to each member of the Board of Directors in accordance with the applicable position held by the Director as set forth below.
Maximum Annual Service Fee
Maximum Annual Meeting Fees
Total Maximum Annual Compensation1
Audit and Risk Committee Chairs
All Other Committee Chairs
In determining Total Maximum Annual Compensation, the Board considered compensation levels and practices at other Federal Home Loan Banks, the Directors Compensation Analysis-May 2017 report prepared by McLagan, and trends in the financial services market generally.
Service fees for the above positions compensate Directors for their continuous service as Bank directors, including for their time attending special Board and Committee meetings held during the year as needed, preparing for Board and Committee meetings, reviewing materials sent periodically between meetings, attending Director training and educational briefings, and all other activities outside the regularly scheduled two-day Board and Committee meetings, which may include attending Affordable Housing Advisory Council and Federal Home Loan Bank System meetings. Directors are expected to attend all Board meetings and meetings of the Committees on which they serve, and to remain engaged and actively participate in all meetings.
1In addition to the Total Maximum Annual Compensation set forth in this table, Directors may receive up to an additional $1,500 in the form of expense reimbursement in accordance with the provisions on spouse/significant other and guest expenses, as set forth below.
The maximum annual service fee will be pro-rated and paid with the meeting fee, if applicable, at the conclusion of each two-month service period on the Board of Directors (i.e., month-end February, April, June, August, October and December). A Director will not be paid the final two-month service fee for the year if the Director has not attended (in person or by telephone) at least 75% of all regular and special meetings of the Board and the Committees on which the Director served during the year (adjusted as needed for partial year service), or if the Board, in its discretion, determines at any time that the Director has consistently demonstrated a lack of engagement and participation in meetings attended.
If a Director holds more than one position on the Board, during any applicable payment period, the Director’s service fee for that period will be calculated based on the position that pays the highest service fee, and will be pro-rated for the number of days the Director held that position during the applicable payment period. Any Director who joins or leaves the Board between service fee payments will receive a pro rata service fee for the number of days the Director was on the Board during the service period.
Each Director will receive a meeting fee of $10,000 for attending any portion of five of the six regularly scheduled two-day Board and Committee meetings, so long as the Director’s attendance includes the Board meeting and at least one Committee on which the Director serves. A Director may receive a meeting fee for participation in one regularly-scheduled Board and Committee meeting by telephone.
No meeting fee will be paid for participation in special meetings of the Board or Committees (in person or by telephone) or for participation in other Bank or Federal Home Loan Bank System activities.
The President and Chief Executive Officer of the Bank is authorized to interpret this Policy, as necessary, according to applicable statutory, regulatory and policy limits.
The Bank will reimburse Directors for necessary and reasonable travel, subsistence and other related expenses incurred in connection with the performance of their official duties, which may include participation in meetings or activities for which no fee is paid.
For expense reimbursement purposes, Directors’ “official duties” include:
Meetings of the Board and Board Committees
Meetings requested by the Federal Housing Finance Agency and Federal Home Loan Bank System Committees
Meetings of the Council of Federal Home Loan Banks and its Committees
Meetings of the Bank's Affordable Housing Advisory Council
Events attended on behalf of the Bank when requested by the President in consultation with the Chair
Other events attended on behalf of the Bank with the prior approval of the Chair
Director education events attended with the prior approval of the Chair
National Association of Corporate Directors Annual Meeting
Each Director is responsible for making his or her own travel arrangements to attend meetings and other events for which expenses may be reimbursed.
Expenses reimbursable for Directors are the same as the expenses reimbursable for senior officers under the Bank’s Reimbursement and Travel Expense Policy, except that Directors may not be reimbursed for gift or entertainment expenses.
To be reimbursed for allowable expenses, a Director must submit the related receipts to the Bank, itemizing the expenses, within 30 days of completion of any covered trip or activity, and must include the following information:
Meeting(s) or event(s) attended, with dates and locations
Itemization of reimbursable expenses, with supporting receipts for any expense exceeding $50.00
Ticket receipt or e-ticket confirmation for airline travel
Spouse/Significant Other and Guest Expenses
In addition to the Total Maximum Annual Compensation set forth above, the Bank will pay (or reimburse) each Director up to an annual amount of $1,500 for (i) travel and group meal/function related expenses of spouses/significant others or a guest (collectively “approved guests”) accompanying Directors to the annual off-site Strategic Board Meeting; and/or, (ii) occasional attendance by approved guests at Board group dinners during regular Board meetings in San Francisco. The opportunity for approved guests to accompany Directors to the meeting and attend group dinners/meals/functions contributes to and enhances collegiality among the Board members and management, and their attendance is considered important and reasonable.
The cost of approved guests’ travel and meals paid (or reimbursed) by the Bank may be considered by the IRS to be taxable income and will appear on Directors’ Form 1099.
The Bank will maintain records of (i) Directors’ attendance at meetings of the Board and Board committees; (ii) total compensation paid; and (iii) expenses reimbursed. The Bank will report this information to the Federal Housing Finance Agency as required.