Board of Directors

Under Section 4 of the Federal Reserve Act, each Federal Reserve Bank, including the Federal Reserve Bank of New York, operates pursuant to the supervision of a Board of Directors, in addition to the general supervision of the Board of Governors in Washington, D.C. The Bank’s Board of Directors has nine members, all chosen from outside the Reserve Bank, who are divided into three equal classes—designated A, B and C.

The Class A and Class B directors are elected by the member commercial banks of the Second District. The Class C directors are appointed by the Board of Governors. Each year, one Class C director at each Reserve Bank is designated by the Board of Governors as chair of the Bank’s Board of Directors, and a second Class C director is designated deputy chair.

Class A directors are required to be representative of the member banks in the District and for the most part they have been officers or directors of member banks or their holding companies. Class B and Class C directors are required to represent the public “with due but not exclusive consideration to the interests of agriculture, commerce, industry, services, labor and consumers.” Neither Class B nor Class C directors may be officers, directors or employees of any private sector bank or bank holding company. In addition, Class C directors may not own shares in any bank or bank holding company.

The purpose of these rules is to ensure that a diversity of viewpoints and backgrounds is represented on each Reserve Bank board. Typically, a Reserve Bank board will include representatives from local industry, the non-profit sector and the banking sector.

The roles of Reserve Bank directors generally fall in three principal areas: overseeing the management of the Reserve Banks, participating in the formulation of national monetary and credit policies and acting as a “link” between the government and the private sector.

In the exercise of its management oversight responsibilities, a Reserve Bank’s Board of Directors reviews and establishes with management the Bank’s annual goals and objectives, reviews and approves the budget, and conducts an independent appraisal of the performance of both the Bank (including its efficiency and productivity) and its president and first vice president.

The Reserve Bank directors supervise, through a general auditor whom they appoint, and who reports directly to them, the maintenance of an effective system of internal auditing procedures.

Directors have a special role with respect to monetary policy and credit policy. In this function, directors, with their diverse backgrounds, bring to the Federal Reserve System the greatest benefits of regional autonomy: a diversity of viewpoints on economic and credit conditions. This input helps the Federal Reserve anticipate changing trends in the economy. The Federal Reserve Act gives each Reserve Bank the power to establish discount rates, subject to review and determination by the Board of Governors.

Another principal responsibility of each Reserve Bank board is to select a Bank president who, in its judgment, will be qualified to participate in the monetary policy deliberations and decisions of the Federal Open Market Committee. Effective July 21, 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act allows only Class B and Class C directors to participate in the presidential appointment process.

In addition to the Federal Reserve Act, the role of the New York Fed’s board is also addressed in the Bank’s bylaws and in the charters for the three board committees—the Nominating and Corporate Governance Committee, the Audit and Risk Committee and the Management and Budget Committee. These further define the Board’s role and responsibilities as well as the limitations on its role and responsibilities.

The Bank’s bylaws make clear that particular bank supervisory and regulatory matters do not fall within the purview of the Bank’s Board of Directors. Further, Class A directors may not participate in personnel or budget decisions related to the Bank’s Financial Institution Supervision Group, nor may they comprise a majority of the membership of either the Audit and Risk Committee or the Nominating and Corporate Governance Committee. Furthermore, all directors, like all Reserve Bank employees, are generally precluded from participating in any matter in which they have a financial interest. These constraints are designed to minimize the risk of an actual or perceived conflict of interest at the board level.