Board Committees

Audit Committee

The Audit Committee is composed of seven members and is responsible for oversight of financial reporting and examinations. On average, this committee holds seven meetings annually. The Audit Committee responsibilities include, but are not limited to, the following:

• Oversight of the financial reporting risk and the accuracy of the quarterly and annual shareholder reports;
• Oversight of the system of internal controls related to the preparation of quarterly and annual shareholder reports;
• Review and assessment of the impact of accounting and auditing developments on the consolidated financial statements; and
• Establishment and maintenance of procedures for the receipt, retention, and treatment of confidential and anonymous submission of concerns regarding accounting, internal accounting controls, and auditing matters.

Human Resources and Compensation Committee

The Human Resources and Compensation Committee is responsible for the oversight of employee and Director compensation. The Committee is composed of seven members and meets regularly to review and evaluate all aspects of compensation, including benefits programs. On average, this committee holds seven meetings annually.

Governance Committee

The Governance Committee is composed of seven members. On average, this committee holds five meetings annually. The committee oversees and evaluates matters of corporate governance and structure, including, without limitation, the director nomination and election process, evaluation and development of Board performance and processes, director orientation and continuing education, and the independence of directors.

The Governance Committee’s responsibilities include, but are not limited to, the following:

• Develop and recommend to the Board a set of corporate governance guidelines applicable to the Association;
• Conduct periodic reviews of the number of Board members and composition and make recommendations regarding any changes;
• Determine the qualifications, qualities, skills and other expertise desired for directors;
• Oversee annual Board self-evaluation; and
• Oversee Nominating Committee process.

Strategy and Risk Committee (SRC)

The Strategy and Risk Committee (SRC) assists the Board of Directors in fulfilling its oversight responsibilities for strategic planning and the enterprise-wide risk management framework of the Association. The SRC is composed of the Board’s Vice Chair and at least two additional Board members. In addition, the Association CEO and at least two members of senior management shall attend every SRC meeting but shall not serve as members of the committee. On average, this committee holds four meetings annually. The SRC’s responsibilities include, but are not limited to, the following:

• Collaborate with management on the development and periodic update of the Association’s overall strategy, business objectives, and strategic initiatives;
• Discuss and present recommendations to the Board related to the Association’s mission, vision, risk appetite, and major programs;
• Develop Association’s merger criteria and evaluate potential merger partners;
• Oversee that management has identified and assessed the risks the Association faces;
• Ensure risk is appropriately considered in strategy setting;
• Coordinate the risk oversight activities of the various standing committees of the Board;
• Coordinate with the Audit Committee to understand how the Association’s internal audit plan is aligned with its key risks; and
• Recommend to the Board policies governing enterprise risk management.

Legislative Advisory Committee

The Legislative Advisory Committee is comprised of all Directors. The Board’s Representative on the CoBank District Farm Credit Council Committee will serve as the Legislative Advisory Committee Chair. The Executive Head of Communications and Legislative Affairs shall serve as staff to the Committee.

The role and mission of the Legislative Advisory Committee is to:

• Support the political process to protect AAC’s interest and public image
• Provide leadership and an effective voice on legislative and regulatory issues critical to the success of AAC and its customers
• Provide oversight of all Farm Credit Council legislative and regulatory matters including, but not limited to, Farm Credit Council resolutions
• Provide recommendations on the Farm Credit PAC
• Evaluate legislative issues relevant to AAC and its stockholders
• Review and discuss with management AAC’s annual public policy and legislative strategies