Committees of the Board

Executive Committee

The Executive Committee serves as the Board’s primary advisory body to the President and is empowered by the Bylaws to act on behalf of the Board when necessary. The Committee also deals with issues of major policy as they may arise from time to time and, working with the President and Board Chair, helps oversee the development of agendas for Board meetings. The Executive Committee’s Subcommittee on Compensation conducts an annual evaluation of the President and determines the President’s compensation level; reviews the recommendations of and advises the President on compensation levels for senior University administrators; reviews and advises on individual contracts which include provisions above and beyond the scope of the University’s base compensation and benefits structures, as well as contracts subject to the federal “intermediate sanctions” law; and ensures that the philosophy behind, and strategies to implement, the University’s compensation level are effective, reasonable, and fair.

The Executive Committee also discusses the University’s tolerance for risk with management. In addition, the Executive Committee reviews management’s identification of enterprise risks and exposures and either retains oversight of such risks or assigns oversight to the Board or other Committees of the Board. With respect to the risks for which it retains oversight, the Executive Committee performs the following oversight activities: reviews and discusses with management the specific, significant risks and exposures facing the University; and assesses the adequacy of management’s actions to manage those risks.

2024- 2025 Executive Committee

Thomas A. Reynolds III, Chair
W. Robert Berkley, Jr.
Rosemary Berkery
Anthony R. Coscia
John J. DeGioia
Fr. Daniel Huang, S.J.
Frank H. McCourt, Jr.
James L. O’Hara
Timothy J. O’Neill
Ravi Raheja
Jeanne W. Ruesch
Kenneth A. Samet
Kevin Warren

2024- 2025 Executive Committee Subcommittee on Compensation

John J. DeGioia
Thomas A. Reynolds III
Timothy J. O’Neill

University-Wide Committees and Subcommittees

Audit Committee

I. Purpose

The Audit Committee is a committee of the University’s Board of Directors. Its primary function is to assist the Board in fulfilling its oversight responsibilities relating to:

a. the quality and integrity of the University’s financial reporting;

b. the independence, qualifications and performance of the external auditor; c. the internal audit function;

d. the University’s compliance function and its compliance with laws and regulations and University policies; and

e. the University’s overall systems of internal control and risk management.

2. Members

a. The Committee consists of at least four members, including a Chair, each of whom shall be appointed by the Board of Directors.

b. Each Committee member must be independent, meaning that the Committee member may not: (1) have any relationship to the University that may interfere with the exercise of his or her independence from the University and its management; (2) be employed by the University; or (3) receive directly or indirectly any consulting, advisory or other compensatory fee from the University.

c. Each Committee member must be financially literate, meaning that the Committee member shall be able to read and understand fundamental financial statements, such as a statement of financial position, statement of activity and statement of cash flows. In addition, at least one Committee member should have financial expertise, which shall be a person with the following attributes: (1) an understanding of generally accepted accounting principles (“GAAP”) and financial statements; (2) the ability to assess the general application of GAAP; and (3) an understanding of audit committee functions.

3. Duties and Responsibilities

Among its specific duties and responsibilities, the Committee will:

A. EXTERNAL AUDITOR

Independence. At least annually, consider the independence of the independent accountants, receive reports from the independent accountants about their independence, and discuss with the independent accountants any relationships that may bear on their independence.
Evaluation. At least annually, evaluate the qualifications and performance of the independent accountants. Every five fiscal years, discuss whether to (a) request that the independent accountants rotate the audit partner assigned to the University’s audit engagement; or (b) solicit a request for proposals relative to the annual audit engagement.
Appointment and Removal. Appoint and retain the independent accountants, which shall report directly to the Committee, and approve the dismissal of the independent accountants when appropriate.
Annual Audit Engagement; Other Services. Approve in advance: (a) the annual audit engagement and fees; (b) all other services (and related fees) to be provided by the independent accountants; and in the case of non-audit services, consider whether the provision of these services is compatible with independence. On behalf of the Committee, the Chair may approve in advance services to be provided by the independent accountants (and related fees), subject to any limits established by the Committee from time to time, and any such approvals shall be reported to the Committee at its next regular meeting.
Audit Plan. Review and discuss with the independent accountants the annual audit plan, including: (a) the scope and staffing of the audit; and (b) the independent accountants’ process for identifying and responding to key audit and internal control risks.

B. FINANCIAL REPORTING

Annual Financial Statements. Review and discuss with financial management and the independent accountants the annual audited financial statements, the independent accountants’ report on the financial statements and the management letter issued by the independent accountants.
Results of Annual Audit. Review and discuss with financial management and the independent accountants significant matters relating to the audit, including:

• any significant changes required in the independent accountants’ audit plan;
• major issues regarding accounting policies and financial statement presentations, including any significant changes in the selection or application of accounting policies;
• judgments and estimates made by management in connection with the preparation of the financial statements;
• the independent accountants’ judgment about the quality of the University’s accounting policies;
• any significant difficulties encountered during the audit and management’s response, and any disagreements with financial management; and
• other matters related to the conduct of the audit that should be communicated to the Committee under generally accepted auditing standards.
Recommendation to the Board. Recommend the annual audited financial statements to the Board of Directors for approval.
Other Audits and Required Filings. Review and discuss the Form 990 tax return, the Form 990-T tax return, the Uniform Guidance audit, and any other financial filings required by law or regulation that are significant from a quantitative or qualitative perspective
Interim Financial Information. Review and discuss with financial management interim financial information, including any reports of the independent accountants with respect to interim periods and updates with respect to the management letter issued by the independent accountants.

C. INTERNAL AUDITOR

Director of Internal Audit. Review and approve the appointment and, when appropriate, the replacement or dismissal of the Director of Internal Audit.
Review of Internal Audit Plan. Review and discuss with the Director of Internal Audit the annual internal audit plan, including: (a) the scope, budget and staffing of the plan; (b) Internal Audit’s risk assessment process and the interrelationship of this process and the annual internal audit plan; and (c) the interrelationship of the internal and external audit plans.
Approval of Internal Audit Plan. Approve the annual internal audit plan, and review and discuss with the Director of Internal Audit any significant changes to the plan.
Internal Audit Findings. Review and discuss with financial management and the Director of Internal Audit:
- reports from Internal Audit;
- significant findings and recommendations made by Internal Audit, and management’s response, including the timetable for implementation of corrective actions; and
- any difficulties encountered in the course of the internal audit activities, such as restrictions on the scope of work or access to information.

D. INTERNAL CONTROLS; INFORMATION SYSTEMS; RISK OVERSIGHT

Oversight of Internal Controls. Review and discuss with financial management, the Senior Vice President/Chief Operating Officer, the Treasurer, the Director of Internal Audit, the Associate Vice President for Compliance and Ethics, and the independent accountants, the adequacy and effectiveness of the University’s internal controls, including:
- any significant deficiencies in internal controls, and significant changes in internal controls, that are reported to the Committee; and
- any related significant findings and recommendations, together with financial management’s responses, including the timetable for implementation.
Information Systems and Security. Review and discuss with management the status and adequacy of the University’s major information systems and its information security, including significant risks and the University’s policies and practices for managing these risks.
Oversight of Enterprise Risk Management
- Review and discuss with management the University’s overall processes for identifying, assessing and managing enterprise risks and exposures, and for reporting enterprise risks and exposures to the President and Executive Committee.
- In relation to financial reporting, internal control, information technology and other risks assigned to the Committee by the Board, the Committee shall perform the following oversight activities:
  - Review and discuss with management the specific, significant risks and exposures facing the University; and
  - Assess the adequacy of management’s risk management program.
Material Reports and Other Matters. Review and discuss with the General Counsel: (a) any material reports or inquiries received from regulators or government agencies; and (b) any legal, tax or regulatory matters that may have a material impact on the University’s operations, financial statements, policies or programs.

E. COMPLIANCE

Oversight of Compliance Program. Oversee the University’s compliance program with respect to laws and regulations and University policies, including the University’s standards of business conduct and conflict-of-interest policies, and receive reports at least annually from the Associate Vice President for Compliance and Ethics on the implementation and effectiveness of the compliance program.
Conflict-of-Interest Policies. Oversee compliance with University conflict-of-interest policies by University senior management and members of the Board of Directors, including reviewing and recommending appropriate action with respect to actual, potential or apparent conflicts of interest involving senior management and members of the Board of Directors. The Chair is authorized to act on behalf of the Committee with respect to actual, potential or apparent conflicts of interest that arise between meetings of the Committee, and the Committee will be updated on actions taken with respect to conflicts at its next regular meeting.
Reports on Compliance Concerns. Receive reports from the Associate Vice President for Compliance and Ethics about: (a) significant compliance concerns reported to the University, including those reported through the whistleblower program; and (b) information on the nature and handling of other compliance concerns reported to the University.
Reporting Mechanisms. Oversee the establishment of procedures for reporting suspected violations of law and regulations and University policies, including procedures for handling complaints regarding accounting and internal control matters.

4. Committee Matters

a. Meetings; Agendas. The Committee will ordinarily meet at least four times per year, or more frequently as circumstances require. The Chair will determine a schedule for meetings of the Committee and provide the Committee with written agendas for its meetings. Committee members are encouraged to suggest the inclusion of items on the agenda.

b. Minutes; Reporting. The Committee will keep written minutes of its meetings and submit them to the Office of the Secretary. In addition, the Chair will report regularly to the Board or the Executive Committee of the Board with respect to the Committee’s non-ordinary course activities.

c. Executive Sessions. The Committee will meet in separate executive sessions: (1) at every regular meeting with the independent accountants; and (2) at least annually with the Senior Vice President/Chief Operating Officer, the Treasurer, the Director of Internal Audit, the Associate Vice President for Compliance and Ethics and the General Counsel.

d. Charter; Self-Assessment. The Committee periodically will review this charter and recommend changes as appropriate to the Board of Directors for approval. The Committee annually will evaluate its performance.

e. Outside Advisors; Investigations. The Committee has the authority to retain, at the expense of the University, such outside counsel, accountants, experts and other advisors as it determines appropriate to assist it in the performance of its functions, and to approve the fees and other retention terms of any advisors retained by the Committee. The Committee has the power to conduct or authorize investigations into any matters within its scope of responsibilities. The Committee will have unrestricted access to members of the Administration, external and internal auditors, and to relevant information.

The Committee has the responsibilities and the powers set forth in this Charter. The Committee’s responsibility is one of oversight. Financial management is responsible for preparing financial statements that are complete and accurate and are in accordance with GAAP and for maintaining internal controls and processes designed to promote compliance with laws and regulations and University policies. The independent accountants are responsible for auditing the financial statements. Each of the Board, financial management, senior administration of the University, the University’s internal risk managers, the Associate Vice President for Compliance and Ethics, the Director of Internal Audit, and the independent accountants should have an open avenue of communication with the Committee.
Revised June 2024

2024- 2025 Audit Committee

Anthony R. Coscia, Chair
Rosemary Berkery
W. Robert Berkley, Jr.
Joseph F. Dunford, Jr.
Sonny Kalsi
Meroë Park
Jeanne Ruesch
Kevin Warren

2024- 2025 Subcommittee on Faculty Affairs

The Subcommittee on Faculty Affairs provides oversight of faculty development and faculty concerns for the full Board. Members include the Chair of the Board (who serves ex officio), the President and the Chairs of the campus committees. The Committee shall meet regularly with the Provost, the Executive Vice Presidents for Medical Center affairs and for Law Center affairs and with faculty leadership.

Dr. Abdulla bin Ali Al-Thani
John J. DeGioia
W. Robert Berkley, Jr.
Thomas A. Reynolds III
Jeanne Ruesch
Kevin Warren

2024- 2025 Committee on Finance and Administration

The Committee on Finance and Administration oversees the University’s stewardship of its financial resources, monitoring and evaluating University-wide economic and financial activities, helping to establish sound financial strategies, and through the Subcommittee on Investments, ensuring that the University has in place a prudent investment policy designed to meet the University’s investment objectives. The Committee advises on and monitors the effectiveness of the University’s administrative and operations efforts in areas such as human facilities construction, maintenance and operations, information technology, human resources and employee benefits.

In relation to financial resources, the overall financial status of the University and other risks assigned to the Committee by the Executive Committee of the Board, the Committee also performs the following oversight activities: reviews and discusses with management the specific, significant risks and exposures facing the University; and assesses the adequacy of management’s actions to manage those risks.

W. Robert Berkley, Jr.
Afsaneh M. Beschloss
Thomas W. Farley
Dan O’ Day
Jamie O’Hara
Timothy J. O’Neill
Sonny Kalsi
Frank H. McCourt, Jr.
Thomas W. Purcell
Thomas A. Reynolds III
Melody Rollins
William Sonneborn

2024- 2025 Committee on Finance and Administration Subcommittee on Investments

Timothy J. O’Neill, Chair
Thomas W. Purcell
Melody Rollins
Joseph P. Baratta*
Peter J. Clare*
Suzanne O. Donohoe*
Thomas Healey*
Robert H. Steers*
Laurence A. Tosi*

*Non-Board Members

2024- 2025 Committee on Strategic Development and Advancement

The Committee on Strategic Development and Advancement shall recommend actions as may be necessary to execute an effective advancement program, giving attention to policies, long-range planning, alumni relations and public relations with specific concentration on development and fundraising.

In relation to development, fundraising and other risks assigned to the Committee by the Executive Committee of the Board, the Committee also performs the following oversight activities: reviews and discusses with management the specific, significant risks and exposures facing the University; and assesses the adequacy of management’s actions to manage those risks.

James L. O’Hara, Chair
Joe Amato
Leigh Tung Chou
Ravi Raheja
Thomas A. Reynolds III
Kenneth A. Samet
Kevin Warren

2024- 2025 Committee on Directors

The Committee on Directors serves to develop a plan of Board composition so that the Board can deliberate and act in ways commensurate with the needs of the University and consistent with the Board’s fiduciary obligation. Working with the President, it recruits Directors and recommends candidates for election by the full Board. The Committee develops and recommends strategies, policies, and practices that orient, educate, motivate and assess the performance of Directors and the structure and organization of Board meetings.

John J. DeGioia
Mary Callahan Erdoes
Dan O’ Day
Ravi Raheja
Thomas A. Reynolds III

2024- 2025 Committee on Athletics

The Committee on Athletics assists the President and the University’s senior officers in overseeing issues, policies, resources, and compliance requirements related to all aspects of University athletics.

Kevin Warren, Chair
Mannone Butler
Sonny Kalsi
James L. O’Hara
Thomas W. Purcell

2024- 2025 Committee on Global Engagement

The Committee on Global Engagement assists the President and the University’s senior officers in identifying international opportunities for the University, to help give direction to the University’s international engagements, and to enhance the University’s role as an international and global institution.

Dr. Abdulla bin Ali Al-Thani
W. Robert Berkley, Jr.
Afsaneh M. Beschloss
Leigh Tung Chou
Fr. Daniel Huang, S.J.
Ravi Raheja
Makiko Tanaka Ueshima

Campus Committees

2024- 2025 Committee on Main Campus Affairs

The Committee on Main Campus Affairs discusses and advises on matters specific to the Main Campus (such as academic programs, faculty and student issues and capital projects) and makes recommendations to the appropriate University-wide committees on Main Campus matters requiring the full Board’s approval.

In relation to Main Campus matters and other risks assigned to the Committee by the Executive Committee of the Board, the Committee also performs the following oversight activities: reviews and discusses with management the specific, significant risks and exposures facing the University; and assesses the adequacy of management’s actions to manage those risks.

W. Robert Berkley, Jr., Chair
Joseph F. Dunford, Jr.
Mary Callahan Erdoes
Kaya Henderson
James L. O’Hara
Makiko Tanaka Ueshima

2024- 2025 Committee on Medical Center Affairs

The Committee on Medical Center Affairs makes policy recommendations on Medical Center matters ranging from academic programs to the University’s relationship with MedStar Health, Inc. The Committee also advises on faculty and student matters, capital projects, research issues, and (in conjunction with the Audit Committee) regulatory compliance and makes recommendations to the appropriate University-wide committees on Medical Center matters requiring the full Board’s approval.

In relation to Medical Center matters and other risks assigned to the Committee by the Executive Committee of the Board, the Committee also performs the following oversight activities: reviews and discusses with management the specific, significant risks and exposures facing the University; and assesses the adequacy of management’s actions to manage those risks.

Jeanne W. Ruesch, Chair
Afsaneh Beschloss
John J. DeGioia
Fr. Ron Mercier, S.J.
Dan O’ Day
Thomas A. Reynolds III
Ravi Raheja
Kenneth A. Samet

2024- 2025 Committee on Law Center Affairs

The Committee on Law Center Affairs discusses and advises on matters specific to the Law Center (such as academic programs, faculty and student issues and capital projects) and makes recommendations to the appropriate University-wide committees on Law Center matters requiring the full Board’s approval.

In relation to Law Center matters and other risks assigned to the Committee by the Executive Committee of the Board, the Committee also performs the following oversight activities: reviews and discusses with management the specific, significant risks and exposures facing the University; and assesses the adequacy of management’s actions to manage those risks.

Rosemary Berkery
Mannone Butler
Edward L. Cohen
Ritu Ahuja Khanna
Tim O’Neill

2024- 2025 Committee on Mission and Identity

The Committee for Mission and Identity is composed of a group of Board members who assist the President and senior officers of Georgetown University in overseeing and reviewing all aspects of the University’s Catholic and Jesuit identity.

From a governance perspective, this Committee will help to ensure that the University’s mission, its bylaws, and its leadership are committed to Georgetown’s Catholic and Jesuit identity and will foster this identity with faculty, staff, and students. With seven characteristics at its core, that identity is manifest by maintaining a leadership commitment to the University’s mission; an academic environment that reflects this mission; a Catholic, Jesuit campus culture; service to all communities; service to the local church; a Jesuit presence; and integrity.

Through review, discussion and reporting, the Committee for Mission and Identity will maintain a critical connection between the University’s governance and its Catholic and Jesuit core.

Fr. Daniel Huang, S.J., Chair
Fr. James Martin, S.J
Fr. Ron Mercier, S.J.

The President shall be an ex officio member of all standing committees with a right to vote.