FINRA Standing Committees
Certain committees are required pursuant to FINRA’s By-Laws. In addition, the FINRA Board is authorized to appoint committees to facilitate and assist in the execution of the Board’s responsibilities.
The current standing committees include:
- Audit Committee
- Executive Committee
- Finance, Operations & Technology Committee
- Investment Committee
- Management Compensation Committee
- Nominating & Governance Committee
- Regulatory Policy Committee
- Regulatory Oversight Committee
The Audit Committee ensures the existence of adequate controls and the integrity of the financial reporting process of the Corporation. The Committee recommends to the Board, and monitors the independence and performance of, the certified public accountants retained as outside auditors by the Corporation. The committee also directs and oversees all the activities of the Corporation's internal review function, including but not limited to management's responses to the internal review function.
The Executive Committee is authorized to exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation between meetings of the Board.
Finance, Operations & Technology Committee (Finance Committee)
The Finance Committee advises and assists the Board in fulfilling its responsibilities to oversee management’s conduct related to the strategy, financial policies and financial condition of the organization. More specifically, the Finance Committee reviews and advises the Board on the Corporation’s strategic opportunities, direction and plans. This includes advising and assisting the Board in providing guidance and oversight on the Corporation’s operations, including resource allocation, business operations, technology programs and activities. The Finance Committee also reviews and recommends for Board approval the annual operating and capital budget and proposed changes to the rates and fees charged by FINRA.
In addition, the Committee provides oversight on the investment of FINRA’s funds in accordance with FINRA’s Investment Policy Statement and the Investment Committee’s fulfillment of its responsibilities.
The FINRA Investment Committee is not a committee of the Board, but a standing committee of FINRA. The Committee comprises both Board members and non-Board members. The Committee advises the Finance, Operations & Technology Committee (Finance Committee) with respect to the prudent management of the working capital and long-term investment portfolio of the Corporation and its subsidiaries. The Investment Committee’s actions are reported to and are subject to review, ratification or rejection by the FINRA Board’s Finance Committee.
John W. Thiel
Management Compensation Committee
The Management Compensation Committee reviews and recommends changes to FINRA’s compensation policies, programs and practices, with the primary objective that FINRA attract, develop and retain high performing individuals who are capable of achieving FINRA’s mission of ensuring market integrity and investor protection. The Committee also reviews the plans for the development, retention and succession of key executives of the Corporation and its subsidiaries.
Nominating & Governance Committee (Nominating Committee)
The Nominating and Governance Committee is responsible for nominating persons for appointment or election to the FINRA Board, as well as nominating persons to fill vacancies in appointed or elected governor seats on the Board. The Committee also nominates Industry and Public members for positions on FINRA’s National Adjudicatory Council.
The Committee is responsible for periodically reviewing and recommending changes to standing committee charters and, in consultation with the CEO, nominates the members and chairs of each standing committee of the Board. Also in consultation with the CEO, the Committee develops and recommends to the Board guidelines for effective corporate governance. In addition, the Committee reviews and approves appointments to each of FINRA’s advisory committees and changes to the advisory committee enabling resolutions.
Regulatory Policy Committee
The Regulatory Policy Committee advises the Board with respect to the regulatory policies and strategy of FINRA programs. The Committee develops and adopts necessary or appropriate regulatory policies and strategy and makes recommendations to the Board on regulatory rule proposals. The Committee also makes recommendations to the Board on new products and issues of regulatory concern.
The members of the Regulatory Policy Committee also serve as the FINRA Regulation, Inc. Board of Directors. FINRA Regulation, Inc. is a subsidiary of FINRA that operates according to the Plan of Allocation and Delegation of Functions by FINRA to FINRA Regulation, Inc. FINRA Regulation has the primary day-to-day responsibility for the regulation, surveillance, examination and disciplining of member firms and registered persons, with respect to market activities as well as other self-regulatory matters.
Hillary A. Sale, Chair
Robert W. Cook, ex-officio
The Regulatory Oversight Committee, or the ROC, was authorized by the FINRA Board in 2017. The purpose of the ROC is to advise and assist the Board in providing guidance and oversight to management on the Corporation’s regulatory operations. The ROC does not engage in discussions surrounding individual enforcement matters.