Attached files
file | filename |
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8-K - Federal Home Loan Bank of Indianapolis | v205879_8k.htm |
EX-99.1 - Federal Home Loan Bank of Indianapolis | v205879_ex99-1.htm |
EX-99.2 - Federal Home Loan Bank of Indianapolis | v205879_ex99-2.htm |
EX-99.4 - Federal Home Loan Bank of Indianapolis | v205879_ex99-4.htm |
Exhibit
99.3
Board
Approved 12-16-10
Federal
Home Loan Bank of Indianapolis
Directors’
Compensation and Travel Expense Reimbursement Policy
Effective
January 1, 2011
Annual Director
Fees
The
annual director fees are generally split in half in the form of an annual
retainer fee with the other half being paid based on attendance. The retainer
and attendance fees will be paid quarterly, on or about the end of each quarter.
The director will be paid a per-day fee for each day a director spends at an
in-person meeting of the Board or its committees. The annual fee schedule for
2011 represents reasonable compensation and expense reimbursement based on
market comparable data for directorships, including other Federal Home Loan
Banks. The fee schedule is summarized as follows:
Total Estimated
Annual Fee*
|
Quarterly
Retainer
|
Per-Day
Attendance Fee
|
Additional Annual
Committee Chair
Fees
|
|||||||||
Chair
|
$ | 100,000 | $ | 12,500 | $ | 4,167 |
$10,000
Finance Committee
|
|||||
Vice
Chair
|
$ | 85,000 | $ | 10,625 | $ | 3,542 |
$10,000
Audit Committee
|
|||||
Director
|
$ | 75,000 | $ | 9,375 | $ | 3,125 |
$10,000
Other Committees
|
*Third or
fourth quarter payments may be reduced because payments are subject to the
annual cap. The cap is determined based on director status and committee
chair assignments throughout the year.
The
annual director fees are established based on an evaluation of McLagan market
research data and a fee comparison among the FHLBanks. It is also based on
the Bank’s ability to recruit and retain highly qualified directors with
particular emphasis on retaining directors during conditions of economic stress
for the Bank and the industry.
Per-Day Fees
Defined
Per-day
attendance fee will be paid for each day, or partial day, that a director
attends an in-person meeting of the Board or its committees. Per-day fee
payments will also include pre-scheduled director orientations and FHLBank
System meetings, including the Council of FHLBanks. Bank webinar meetings and
member marketing meetings are not included in the per-day fee.
Cancellations by the Bank due to inclement weather or other circumstances beyond
a director’s control (except illness) will be reimbursed as a regular per-day
meeting fee.
Except as
provided below, attendance by conference call for Board or committee meetings
will not be eligible for reimbursement.
Timing of Fee
Payments
Fees
shall be paid quarterly on or about the last day of each March, June, September
and December and shall be paid to the Director upon timely election by the
Director, or to the Director’s employer pursuant to the terms of the employer’s
authorized charitable contribution plan. Annual Committee Chair fees shall
be paid pro-rata on a quarterly basis, and to be eligible for a Committee Chair
fee the Director must be designated by the Board as Chair as of the last day of
the quarter. Directors retiring or resigning from the Board shall be
entitled to a pro-rata payment (measured monthly) of their quarterly
retainer.
1
Board
Approved 12-16-10
Attendance Hardship
Provision
If a
director is unable to attend enough of the meetings of the Board or its
committees in order to receive the full annual fee payment, the director may
petition the Board for consideration of payment based on hardship. The Human
Resources committee will review the petition and will make recommendation to the
Board on whether to make a hardship payment. Hardship will not include other
ordinary business commitments. The Board and Human Resources committee will
consider such petitions on a case-by-case basis.
As part
of the hardship provision, the Board may reimburse attendance for Board or
committee meeting conference calls (limited to $250 per call per day) and other
special meetings attended on behalf of the Bank throughout the year, subject to
the annual director fee limit.
Travel Expense
Reimbursement
Travel
expense reimbursement will be provided for board meetings, committee meetings,
director orientation, director educational seminars, or member events scheduled
concurrently with board meetings, Federal Housing Finance Agency System
meetings, Council of Federal Home Loan Bank meetings, Community Investment
Conference meetings, or Bank marketing meetings. Travel expenses include
reasonable transportation, food, hotel expenses, and reasonable long-distance
telephone and internet charges.
Expense
Procedures
1.
|
No
gift or entertainment expenses initiated by a director shall be reimbursed
without being prearranged by the Bank. Each director should review
the Bank’s Code of Conduct concerning gift and entertainment
restrictions.
|
2.
|
To
qualify for reimbursement, all eligible expenses incurred must be
submitted for payment to the Bank within 3 months of the date that the
expenses were incurred. This requirement may be waived, at the
discretion of the Chief Accounting Officer, in the event of an error
or omission or other reasonable
circumstances.
|
Spouse/Guest Travel
(Two Events per Year)
Expenses
of a director’s spouse or guest may be reimbursed in accordance with the Travel
Expense Policy subject to a limit of two travel events per
year. Spousal entertainment expenses incidental to the hotel property or
event are permitted where prearranged by the Bank, subject to two travel events
per year. Income tax
reporting will be made by the Bank as required by law, on spousal/guest travel
if the spouse or guest attends the event without a bona fide Bank business
purpose.
2
Board
Approved 12-16-10
Air Travel and First
Class
1.
|
The
Bank will pay the direct common carrier expense (as defined in paragraph 4
below) for a director between the director’s residence and the site of a
Bank function and the return. The actual cost of private air travel
will not be reimbursed, but the equivalent direct common carrier expense
(as defined in paragraph 4 below) may be
substituted.
|
2.
|
First-class
air travel will be reimbursed at the regular coach rate, unless the
upgrade was necessary due to scheduling or flight
availability.
|
3.
|
If
a director’s non-Bank activity requires a route to attend a Bank function
which originates or terminates in a location other than the place of
residence, the Bank will reimburse the director an amount equal to the
direct common carrier expense from the director’s location to the location
of the Bank function and then to the director’s next intended destination
(without regard to stops named as temporary layovers), subject to a limit
of an amount not to exceed two times the direct common carrier expense to
the board meeting location and from the director’s residence and return to
his residence.
|
4.
|
The
“direct common carrier expense” shall be the regular market-rate coach or
first-class fare if applicable, and should be documented by the director
submitting an expense report. The direct common carrier expense will
also include any reasonable fees associated with air travel, including
baggage fees and airport fees. These items should be documented by the
director and included in the expense report. Travel scheduling affecting
the direct common carrier expense shall be reasonable, given the timing of
the meetings.
|
Issues of
Interpretation
Unless
expressly provided herein or in 12 CFR Part 1261.20-24 (as amended), the Bank’s
current Travel Policy as contained in the Employee Manual shall control with
respect to the travel expense reimbursement. The Federal Housing Finance
Agency’s former Director Travel Policy (FHFB Resolution 93-12) is superseded,
but may be used as non-binding precedent should issues of interpretation arise.
The General Counsel, and Chief Accounting Officer are authorized, in their
respective reasonable discretion, to interpret the provisions of the policy and
to address situations not anticipated by the policy, consistent with the
requirements set forth in the statute or the regulations promulgated by the
Federal Housing Finance Agency.
Human Resources Committee
Annual Review and Reporting
The Human
Resources Committee shall annually review this policy and shall submit its
recommendation to the Board for approval no later than the last regularly
scheduled meeting of the board for the year. Per 1261.22, the Board shall also
submit the annually adopted Directors’ Compensation and Travel Expense
Reimbursement Policy and supporting decisional documentation to the Federal
Housing Finance Agency Director within ten days of Board approval, no later than
December 31 of each calendar year and at least 30 days prior to disbursing the
first payment to any directors.
In
addition, per 1261.21, no later than the tenth business day of each calendar
year, the Bank shall report to the Finance Agency the amount of compensation and
expenses paid to each director, along with the total number of meetings held by
the Board and its designated committees, and the number of Board and designated
committee meetings each director attended in-person or through electronic means
for the immediately preceding calendar year.
3