The Board of Directors of the Company (the “Board”) has established a position of Board Chair and delegated certain responsibilities to standing Committees of the Board.
In the exercise of its fiduciary responsibility of oversight of SEI Investments Company (the “Company”) the Board of Directors of the Company (the “Board”) has established a position of Board Chair and delegated certain responsibilities to standing Committees of the Board. The Board believes it is in the best interest of the Company for there to be standard governance principles that apply to the Board Chair position and the standing Committees of the Board. This Board Chair and Committee Governance Policy (the “Policy”) establishes governance standards for the Board Chair and all standing Committees of the Board and shall supplement the terms of the written charter of each standing Committee that may be approved by the Board from time to time in the exercise of its judgment and consistent with applicable law, rule, regulation and listing standards of any exchange upon which the Company’s securities may be traded.
The Nominating and Corporate Governance Committee will periodically review the composition, tenure, and effectiveness of each standing Committee of the Board and recommend to the Board any adjustments in committee assignments to support Board refreshment, committee effectiveness, and alignment with the Company’s strategy and risk profile.
The Board Chair and Committee members shall be appointed annually by the Board, upon recommendation of the Nominating and Corporate Governance Committee, and shall serve in accordance with the terms of the relevant committee’s charter and the Company’s bylaws.
For each standing Committee, the Board shall designate one member to serve as Chair, based on the recommendation of the Nominating and Corporate Governance Committee and taking into account experience, leadership capabilities, independence requirements, and succession considerations.
Other than in the case of the Audit Committee, the expected term for the Board Chair and for each Chair of a standing Committee is five years, subject to annual appointment by the Board.
The rotation of Committee memberships and Board and standing Committee leadership roles is expected. Rotation is an important governance tool to promote Board and Committee refreshment and diversity of perspectives, to broaden directors’ exposure to different areas of oversight, and to avoid over-concentration of influence, information, or workload in any individual director.
The Board may deviate from these guidelines where necessary to comply with applicable NASDAQ requirements (including independence and financial literacy standards) or where it determines that continuity of service is necessary to protect the interests of the Company and its shareholders.
Each Committee shall report regularly to the Board regarding key decisions and recommendations, material risks, compliance matters, significant findings since its last report to the Board. Each Committee shall promptly notify the full Board of risks that in the reasonable judgment of such Committee is believed to be material to the Company.
The Board retains ultimate oversight responsibility for all matters delegated to standing Committees.
Directors must disclose potential conflicts of interest and recuse themselves from those matters in which it may appear that a board member has or could have a conflict of interest.
This Policy shall be reviewed annually by the Nominating and Corporate Governance Committee and approved by the Board.