Extract to table

1 Board-Level Oversight TMC's Board of Directors (currently chaired by Margaret Caldwell) shall establish a standing Compliance Committee of the Board (the "Board Compliance Committee"), which shall operate as a separate and distinct committee from the existing Audit Committee (currently chaired by Janet Moreau-Shaw)

The Board Compliance Committee shall be composed of no fewer than three (3) independent, non-executive directors, at least one of whom shall have demonstrable experience in regulatory compliance, antitrust law, or corporate governance

The Board Compliance Committee shall be governed by a written charter that sets forth its authority, responsibilities, and operating procedures, and such charter shall be adopted concurrently with the Board resolution endorsing the Enhanced Program

The Board Compliance Committee shall receive quarterly reports from the Chief Compliance Officer (as described in Section 2

3 below) and shall have the authority to direct compliance resources, commission investigations, and mandate policy changes as it deems appropriate

The Committee shall also receive and review the results of all annual risk assessments and compliance audits conducted pursuant to this Program, and shall have the authority to require supplemental assessments or audits as circumstances warrant