Directors’ Perspective

Directors’ Perspective:

Board Committees

Executive Committee:

The Executive Committee handles routine business matters with the CEO, such as meeting schedules and reports. Also, the committee reviews topics that may not be ready for full board deliberations, allowing the CEO to vet new ideas and discuss confidential information. • Ed Reed, Chair • Peter Maxwell, Vice Chair • Dave McConnachie • Mike Timmer

Audit Committee:

The Audit Committee provides oversight for the financial reporting process, internal controls, corporate compliance, and audit process for GreenStone. They also established the policy and procedures to be followed in reviewing complaints. • Eugene College, Chair • Bruce Lewis

• Ron Lucas • Scott Roggenbuck

Finance Committee:

The Finance Committee assists the Board of Directors by monitoring the association’s financial and capital planning, asset and liability management and funding, and investment activities. They consider economic, competitive and regulatory conditions, monitor interest rate pricing, and review and approve risk measurement practices. The committee members are a resource to the board by maintaining a more in-depth knowledge of the association’s financial activities. • Troy Sellen, Vice Chair • Mike Feight • Trent Hilding • Marilyn Thelen

Legislative and Public Policy Committee:

The Committee helps to develop the association’s legislative and public policy strategy that aligns with GreenStone’s priorities. They manage the coordinated action plan to support these issues that affect GreenStone, our members, and the overall Farm Credit System. As part of this, the directors work to stay abreast and engaged in legislative and public policy issues and activities impacting our members, rural communities and agriculture. • Jed Welder, Vice Chair • Terri Hawbaker • Dennis Muchmore • Dale Wagner

Compensation Committee:

The Compensation Committee is responsible for aligning compensation practices for GreenStone’s employees with sound operations and long-term performance, and providing, in an open and transparent manner, accurate, comprehensive, and understandable disclosure on its compensation programs. • Peter Maxwell, Chair • Ed Reed, Vice Chair • Dave McConnachie • Mike Timmer

Peter Maxwell, Board Vice Chair

GreenStone utilizes a board committee structure to ensure adequate review of policies, procedures, and functions while maintaining corporate governance and following Farm Credit Administration regulations in an efficient manner. We have quarterly committee meetings that generally last several hours, as well as occasional conference calls and/or virtual meetings. The board annually participates in training on committee functions. The committee structure provides an opportunity for the members of the board to delve deeper into their specific committees in a focused, efficient manner. Once the committees have hashed out recommendations or specific reporting requirements, the committee chairs report to the board to allow further discussion or propose motions to the larger group for approval. Personally, I have enjoyed the opportunity to network in a smaller group with fellow board members as well as members of management that report to the specific committees. If you know me very well, you know I am very inquisitive. When I was on the Finance Committee and Travis was CFO, I always appreciated him being available to answer any and all questions. In our discussions I quickly realized he and I were rooting for opposing Big Ten teams in Michigan, which added a little friendly back and forth banter… Go GREEN!

Committee Structure: GreenStone’s Board of Directors currently have five committees: Executive, Audit, Finance, Legislative and Public Policy, and Compensation. The Audit Committee’s primary function is to fulfill oversight responsibilities in financial reporting, internal controls, audit process, and corporate governance. The Finance Committee monitors GreenStone’s financial and capital planning, asset and liability management and funding, and investment activities. The Legislative and Public Policy committee develops legislative and public policy strategies, manages an action plan that directs activities to support issues affecting GreenStone and the Farm Credit System. This is a very important committee that is continually looking out for our members’ best interests…don’t forget to support your GreenStone PAC! The final two committees are the Executive and Compensation Committees of which I currently serve on with our Chairman, Ed Reed along with Mike Timmer and Dave McConnachie. The Executive Committee works with the CEO and other Executive Vice Presidents to provide leadership by reviewing and discussing organizational direction including vision, mission, and strategic objectives. We also review, discuss, and provide recommendations to the board for administrative and governancerelated activities. The Compensation Committee includes the same members as the Executive Committee and ensures management of GreenStone’s compensation programs along with developing a fair and reasonable senior officer compensation plan that is competitive in the marketplace. This committee also reviews performance criteria and evaluations and recommend the ratings and salary actions for the CEO to the board.

All committees are assigned by the Board Chair with the exception of the Executive and Compensation Committees which are elected by the fellow board members starting with election of the Chair, Vice Chair, and two additional members, respectively. This board reorganization process takes place at our August Board meeting following the annual election results for the cooperative that are announced in mid-June. ■

Personally, I have enjoyed the opportunity to network in a smaller group with fellow board members as well as members of management that report to the specific committees.

View Peter's bio video at: www.greenstonefcs.com/PeterMaxwell