Finance Committee

Purpose

The Finance Committee supports the Board of Directors in fulfilling its fiduciary responsibilities by reviewing FIRST’s financial position, considering long-term financial strategy, and developing recommendations, proposals, and implementation plans for Board consideration and approval.

The Committee provides a forum for detailed financial review, planning, and policy discussion that may not be practical within regular Board meetings. Its work is intended to support sound financial stewardship and the long-term financial viability of the organization.

Authority

The Finance Committee serves in an advisory capacity to the Board of Directors.

The Committee may review financial matters within its scope, develop recommendations and proposals, and prepare implementation plans for Board consideration. Decisions requiring Board approval remain the responsibility of the Board unless specific authority has been delegated to the Committee.

The Committee does not replace the fiduciary responsibility shared by all members of the Board.

Composition

The Finance Committee consists of the following members with the Chair/Vice-Chair appointed by the Board.

The Board may adjust the composition of the Committee as needed. The Executive Director and CFO may attend as ex-officio (without voting rights). *After the establishment of the Committee, the Committee will make a recommendation to the Board if someone with financial expertise should also be appointed to the Committee.

The Board appoints a Chair of the Finance Committee. The Chair is responsible for convening meetings, establishing agendas with support from the Executive Director and CFO, facilitating committee discussions, and reporting recommendations to the Board.

Responsibilities

The Finance Committee is responsible for reviewing and advising the Board on matters related to the financial strategy, oversight, and long-term financial management of FIRST.

Its responsibilities include:

Financial planning

Financial performance

Reserves

Investments

Financial policies

Audit

Dues planning

Long-term financial management

The Committee may review significant financial management matters that affect the organization’s long-term financial position or governance, including:

Scope

The Finance Committee focuses on financial strategy, oversight, policy, and matters affecting the organization’s long-term financial position.

The Committee does not ordinarily manage day-to-day financial operations. Matters outside its normal scope include:

The Committee may review operational matters when they present financial risks requiring Board consideration, require Board attention, or have implications for long-term financial planning.

Meetings

The Committee meets according to a schedule aligned with the annual financial calendar and the timing of matters requiring review.

Recurring agenda topics may include:

Additional meetings may be scheduled when needed to consider significant financial matters or prepare recommendations for the Board.

Executive session. For at least the portion of any meeting addressing external audit results, internal control findings, or evaluation of management’s financial performance, the Committee shall meet in executive session without the Executive Director or Chief Financial Officer present. The Committee may also call an executive session excluding these advisory members at any other time it determines necessary, including to communicate directly and privately with the external auditor or other independent advisors.

The meeting schedule and recurring agenda topics are reviewed periodically and adjusted as needed.

Decision making

The Committee seeks to develop clear and well-supported recommendations for Board consideration.

Where the Board has not delegated decision-making authority, the Committee’s role is to review, discuss, and recommend rather than approve. Recommendations should identify the matter considered, the Committee’s proposed course of action, the basis for the recommendation, and any significant financial implications or risks.

Where the Board delegates authority to the Committee, the scope and limits of that authority should be clearly recorded.

Only voting members may participate in a Committee vote on a recommendation; non-voting advisory members may be present, absent an executive session, but do not vote.

Reporting to the Board

The Finance Committee reports to the Board through recommendations, proposals, financial reports, and other matters within its scope requiring Board discussion or approval.

Reports should provide sufficient information for the Board to understand the matter under consideration, evaluate the Committee's recommendation, and fulfill its fiduciary responsibilities.

Review of the Charter

The Finance Committee reviews this Charter periodically and recommends changes to the Board when needed.

Any amendment to this Charter is subject to approval by the Board of Directors.

Document Notes

This draft is intended as a starting point for discussion by the Finance Committee. It begins to capture the committee's currently understood purpose, responsibilities, and operating model and is expected to evolve, perhaps substantially, through review.

This document has been available for review and discussed during a financial review meeting with the following people:: Chris, Logan, Michael, Nora, Olivier, Rosi.

Access is currently given as “Commenter” except for Logan and Michael. If that impedes your ability to provide suggestions just let me (Logan) know and I’ll grant access. (I found with the last document I did it was difficult to track and accommodate direct edits.

Helpful References

Version History

Version Date Description
0.1 August 2026 Initial draft developed for Board review.
1.0 August 2026 Approved by the FIRST Board of Directors.