Governance Principles of the
Dormitory Authority of the State of New York

I. Fiduciary Obligations of Board Members.

Members of the Board of the Dormitory Authority of the State of New York are entrusted with, and responsible for, oversight of the assets and affairs of the Authority including:
1. Establishing, and reviewing on an annual basis, the Authority’s mission statement expressing the purpose and goals of the Authority including a description of the stakeholders of the Authority and their reasonable expectations from the Authority
2. Establishing, and reviewing on an annual basis, performance measurements by which the performance of the Authority and the achievement of its goals articulated in its mission statement may be evaluated.
3. Overseeing the conduct of the Authority’s business so that it is effectively managed in accordance with its mission and the best interest of the public it serves.
4. Selecting and compensating the Managing Directors, including providing feedback regarding their performance on an annual or more frequent basis, and monitoring management’s succession planning for key positions.
5. Monitoring the Authority’s accounting and financial reporting practices and reviewing the Authority’s financial and other controls, including the quality and independence of the external audit process.
6. Overseeing the Authority’s compliance with applicable laws and regulations.
7. Overseeing the processes and internal controls that are in place to safeguard the Authority’s assets and to identify and mitigate potential and relevant risks.
8. Overseeing the Authority’s implementation of any policies and procedures that are either required by law, including, but not limited to, Title 2 of Article 9 of the Public Authorities Law, or that are deemed necessary by the Board to help ensure the effective and sound operation of the Authority.
Members of the Board shall perform each of their duties as Board Members in good faith and with that degree of diligence, care and skill which an ordinarily prudent person in like position would use under similar circumstances, and may take into consideration the views and policies of any elected official or body, or other person and ultimately apply independent judgment in the best interest of the Authority, its mission, and the public. In performing their fiduciary responsibilities, Members are entitled to rely on the advice, reports and opinions of management, counsel, auditors and other outside experts.
Members shall exercise their fiduciary obligation to the Authority free from undue influence from outside interests (including their own personal interests). Members shall act in a manner that comports with sound ethical practices, including the Authority’s Code of Ethics for Members.
The Board shall approve a written code of ethics for all employees of the Authority that sets out explicit expectations for ethical decision making and personal behavior regarding the following areas:
1. Conflicts of interest, including compliance with the provisions of the Public Officers Law relating thereto and such other standards as are deemed necessary to help ensure that decisions of employees of the Authority are not tainted by personal interest.
2. Proper use of the Authority’s property and information, including safeguards against insider trading.
3. Fair dealing with clients, suppliers, contractors and other stakeholders of the Authority.
4. The giving and receipt of gifts.
5. Compliance with laws and regulations
The Board shall approve a written whistleblower policy and program which: (1) expressly advises employees of their federal and State statutory right to complain about a violation of law by the employer without fear of retaliation; and (2) provides alternatives and procedures for employees to report information, anonymously or otherwise, concerning acts of wrongdoing, misconduct, malfeasance or unethical behavior by the Authority or any Member, officer, employee, consultant or contractor of the Authority.

II. Separating Oversight and Executive Functions

Role of the Chair. The principal duty of the Chair, who shall not be an employee of the Authority, is to lead and oversee the Board. The Chair should facilitate an open flow of information between management and the Board and should lead a critical evaluation of management, its practices and its adherence to the Authority’s mission and the laws governing the Authority’s operations.
Role of President and Management. The business of the Authority shall be conducted by the employees of the Authority under the leadership of the President and the direction of the Vice President, Managing Directors and other members of senior management. In carrying out the activities of the Authority, the President, the Vice President, and Managing Directors are accountable to the Board. Among the primary responsibilities of management are supervision of the day-to-day operation of the Authority’s business, including budgeting, financial reporting and development and implementation of the Authority’s systems of internal controls.

III. Functioning of the Board and its Committees.

The Board shall annually review the Authority’s By-Laws to determine whether any revisions thereto are deemed necessary or appropriate. The By-Laws shall set forth the responsibilities of the Board, including any formal delegations to management, and shall govern the conduct of business by the Board.
The Board shall meet at least 9 times per year. Additional meetings shall be scheduled as necessary or appropriate in light of prevailing circumstances.
The Chair shall preside at all meetings of the Board and in consultation with the President, establish an agenda for each meeting of the Board. Agendas shall be set so as to ensure that Board will be able to fulfill its oversight responsibilities. Any Member may suggest to the Chair the addition of any matters to a meeting agenda or raise for discussion at any meeting any subject they wish, whether or not it is on the agenda for the meeting. Information regarding the Authority’s operations and performance shall be distributed to Members of the Board in advance of each regular meeting of the Board. At each meeting of the Board, Members shall make such inquiries of staff and counsel as the Board deems necessary to perform its oversight function.
The Board believes that the Authority benefits from its collective wisdom and therefore the Board as a whole will make all significant corporate decisions. There are, however, certain areas that require more in-depth examination than is possible at a full Board meeting. Accordingly, the Board has established and adopted charters for three standing committees: Audit, Governance, and Finance. The Board may establish ad hoc committees from time to time as circumstances and the activities of the Authority warrant.
The purpose of the Audit Committee shall be to promote integrity in financial reporting and to help assure that the Board fulfills its responsibilities for the Authority’s internal and external audit process, the financial reporting process, and the system of internal controls over financial reporting. The responsibilities and activities of that Committee are more fully set forth in its Charter.
The Governance Committee shall assist the Board by: (a) keeping the Board informed of current best governance practices and trends in corporate governance; (b) advising the Board on the skills and experience that should be required of potential Board Members; (c) developing and recommending to the Board a set of Governance Principles; (d) developing standards by which the Board can annually review its own performance; and (e) undertaking such duties as may be delegated to it by the Board from time to time. The responsibilities and activities of that Committee are more fully set forth in its Charter.
The Finance Committee shall: (i) review proposals for the issuance of debt by the Authority; (ii) periodically review and make any appropriate recommendations regarding the Authority’s policies, procedures and practices pertaining to the issuance of debt; (iii) make recommendations to the Board regarding each proposal for the issuance of debt; and (iv) undertake such other duties as may be delegated to it by the Board from time to time.
The Audit, Governance and Finance Committee shall each be comprised of a majority of independent members who possess the necessary skills to understand the duties and functions of their respective committees. For purposes of these Principles, a committee member shall be deemed independent if he or she is an “independent member” for purposes of subdivision two of section 2825 of the Public Authorities Law.

IV. Board Training and Skills

Members of the Board collectively should have the requisite experience, training, credentials and diversity to undertake their responsibilities as Board Members and to fulfill their responsibilities as members of the committees on which they serve. The Board should, therefore, have an array of knowledge, experiences, perspectives and skills relevant to the Authority’s operations. Specifically, the Board should be composed so that it has members who have knowledge of accounting, finance, business management, construction, public finance and government as well as client-based experiences or perspectives and demonstrated leadership skills. The Board shall cause to be prepared a matrix showing the types of expertise, experience and credentials that are necessary for the Board as a whole to be able to effectively perform their oversight function and shall share such matrix with the persons responsible for making and confirming appointments to the Board.
The Board shall annually evaluate its performance based upon the measurements established pursuant to Section I.a.2 of this Policy and shall publish its self-evaluation. Such self-evaluation shall, among other things, assess whether the Board and the Authority are effectively fulfilling their responsibilities in a manner that comports with the Authority’s mission statement and whether any changes are warranted to improve such performance.

V. Transparency

The Authority shall file an annual operational and financial report that accurately presents the financial condition and results of operation of the Authority and that contains all information required by Public Authorities Law §2800. Such annual report shall include sufficient meaningful information as is necessary to enable the public and government officials to be well informed on the operations and activities of the Authority, including information regarding the Authority’s activities from the previous year and Management’s Discussion Analysis.
Each annual report shall contain an internal control report which shall state the responsibility of management for establishing and maintaining an adequate internal control structure and procedures for financial reporting, and contain an assessment of the effectiveness of the internal control structure and procedures of the Authority for financial reporting.
The Annual Report shall include all information required to be provided by the Public Authorities Reform Act of 2009. The Annual Report and other information concerning the finances and operations of the Authority shall be available to the public on the Internet at the Authority’s web site (www.dasny.org).
The Board, acting through the Audit Committee, shall ensure the quality and independence of the external audit process and shall facilitate full and frank dialogue among the Audit Committee, the external auditors and management.

July 28, 2010

a resolution of the members of the dormitory authority adopting governance PRINCIPLES

WHEREAS, on September 27, 2006 the Dormitory Authority adopted Governance Principles in accordance with the requirements of the Public Authorities Reform Act of 2005;

WHEREAS, with the enactment of the Public Authorities Reform Act of 2009, the Authority has determined that the Dormitory Authority Governance Principles will need to conform to the new statutory requirements; and

WHEREAS, the Governance Committee, consistent with its responsibilities under the Charter, has prepared the attached amended “Governance Principles of the Dormitory Authority of the State of New York” and recommended that the full Board approve the same;

NOW, THEREFORE, BE IT RESOLVED as follows:

The Governance Principles of the Dormitory Authority of the State of New York, attached hereto, are hereby approved and adopted.
This Resolution shall take effect immediately.