Governance Overview

This section provides an overview of the Central Park Conservancy's governance policies and practices. This section summarizes existing policies, committee responsibilities, and by-laws adopted by the Board of Trustees. This overview applies to Trustees, Committee members, senior officers, and employees of the Conservancy and how they carry out their respective responsibilities.

1. THE ORGANIZATION

a. Organizational Status

The Central Park Conservancy is a publicly-supported tax exempt 501(c)(3) not-for-profit organization.

b. Mission

The mission of the Central Park Conservancy is to restore, manage, and enhance Central Park, in partnership with the public.

The Conservancy aspires to build a great organization that sets the standard for and spreads the principles of world-class park management – emphasizing environmental excellence – to improve the quality of open space for the enjoyment of all New Yorkers. 
The Conservancy is committed to sustaining this operating model to provide a legacy for future generations of Central Park users.

c. Guiding Principle

Central Park is a masterpiece of landscape architecture created to provide a scenic retreat from urban life for the enjoyment of all and, in so doing, establishes New York’s place among the great cities of the world. As the organization entrusted with the responsibility of caring for New York's most important public space, our work is founded on the belief that citizen leadership and private philanthropy are key to ensuring that the Park and its essential purpose endure.

d. Core Values

Commitment:   We value commitment to our mission, Central Park, and the visitor experience.

Excellence:   We value innovation and the highest quality results in every aspect of our work.

Integrity:   We value ethical conduct in our business practices.

Adaptability:   We value adaptability in our response to change and challenges.

Communication:  We value clear, consistent communication, teamwork and an open dialogue both internally and with the public.  
 
Public Confidence: We value the public, and work to earn and maintain their confidence in our role as caretakers of Central Park.

2. BOARD OF TRUSTEES

a. Fiduciary Duties

The Board acts as the fiduciary and the steward of the organization and as a guardian of the Conservancy's mission. All Trustees are fully expected to carry out the following duties:

• Duty of Care: Acting in good faith, participating in governance, and exercising the ordinary and reasonable care in decision-making that can be expected of all prudent persons in a like position would use under similar circumstances;
•  Duty of Loyalty: Faithfulness to the Conservancy's mission and consistently acting in the best interest of the Conservancy;
•  Duty of Obedience: Acting in accordance with the organization's articles of incorporation, bylaws, and other governing documents, as well as applicable laws and regulations. 

b. Responsibilities of the Board of Trustees

The Board of Trustees is responsible for oversight of the management of the Conservancy to ensure that the resources, financial assets, and staff are properly and effectively used in support of the mission and in accordance with the Organization's by-laws, applicable laws and regulations, and the Management Contract with the City of New York. Primary Board responsibilities:

• Approving the mission of the Conservancy and setting appropriate strategic goals;
•  Evaluating the President and Senior Management, and ensuring that an appropriate succession plan exists;
•  Reviewing compensation practices and policies, and overseeing the performance of Senior Management;
• Reviewing and approving the annual operating budget and capital construction program;
• Reviewing and approving key financial transactions;
• Ensuring that general operating procedures and controls are in place;
• Ensuring that the Conservancy's financial statements are fairly presented and free from material misstatement, including assessing the integrity of the Conservancy's accounting and financial reporting policies and practices; adequacy of the Conservancy's internal controls; and compliance with applicable laws and regulations;
• Monitoring the management of the Conservancy's endowment to ensure compliance with the Conservancy's Investment Policy, as well as overseeing the real estate, monies, securities and other assets of the Conservancy, with the authority to invest and re-invest the same;
• Overseeing the activities of the Benefits Committee with respect to matters relating to insurance and other benefits for employees of the Conservancy;
• Recommending replacements as vacancies occur in committee memberships;
• Recommending new Trustee candidates and reporting to the Board on the adequacy of the size and structure of the Board and the committees to conduct the business of Conservancy;
• Identifying and cultivating individuals willing to contribute to the Conservancy the experience, skills and resources needed by the Board and committees;
• Supervising the overall fund-raising efforts of the Conservancy, including developing Trustee contacts, assisting in fund-raising activities, and cultivating new and existing donors;
• Reviewing the strategic direction of the organization and participate in strategic planning processes, as needed.

c. Size of the Board

The By-laws provide that there are fifty-two (52) Trustees.

d. Board Composition

• Four (4) Trustees are Ex-officio Trustees, and include the Borough President of Manhattan; the Commissioner of the Department of Parks & Recreation of the City of New York; the President and CEO of the Conservancy; the Central Park Administrator (if a different individual than the person holding the title of President and CEO); and the President of the Women's Committee;
• Five (5) Trustees are appointed by the Mayor of the City of New York;
• Forty-three (43) Trustees are “General Trustees," none of whom are employees of, nor hold office in, the City of New York.

A fourth category of Life Trustees are entitled to attend meetings. However, their presence is not counted towards quorum, they are not entitled to vote, nor are they considered Trustees for any other purpose. Life Trustees shall hold office until death or resignation.

General Trustees are divided into two (2) annual classes. Each class serves for two (2) years, and may be re-elected. There are no term limits.

A substantial majority of the Board of Trustees are independent directors, defined as individuals:

• Who are not compensated by the organization as employees or independent contractors;
• Whose compensation is not determined by individuals who are compensated by the organization;
• Who do not receive, directly or indirectly, material financial benefits from the organization, except as a member of the charitable class served by the organization; and
• Who are not related to (as a spouse, sibling, parent or child), or do not reside with, any individual described above.

e. Officers

The Officers of the Board include the Board Chair; one or more Vice-Chairs; a President and CEO; and Secretary, Treasurer, and such additional officers that the Board may from time to time elect. Officers hold office for one (1) year. There are no term limits. No ex-Officio Trustee shall be an Officer. Officers may be removed with or without cause by the Board.

3. COMMITTEES

a. Standing Committees

• Audit
• Development
• Executive
• Finance
• Investment
• Nominating and Governance
• Compensation and Management Development
• Park and Visitor Experience

b. Special Committees

• Membership and Branding
• Gift Acceptance
• Strategic Planning
• Government and Community Relations
• Discovery Institute Advisory Board (in formation)

c. Committee Composition

• The Board Chair serves as an ex-officio member of all committees. 
• The Executive Committee consists of the Commissioner; the President and CEO; one (1) additional Ex-officio or appointed Trustee; the Vice Chair, Secretary & General Counsel, and Treasurer of the Conservancy’s Board; and not less than one (1) and not more than fifteen (15) General Trustees, including the Chairs of all the Standing Committees;
• The Audit Committee to consist of the Treasurer and the President and CEO serving as ex officio members, and not less than three (3) General Trustees, each of whom will be an “independent trustee” and at least one of whom will be a “financial expert” as defined in the Committee Charter;
• The Investment Committee to consist of the Treasurer and the President and CEO serving as ex officio members, and not less than three (3) General trustees, each of whom will be an “independent trustee”;
• The Nominating and Governance Committee to consist of the President and CEO, serving as an ex officio member, and not less than three (3) General Trustees;
• The Finance Committee to consist of the Treasurer and the President and CEO, serving as ex officio members, and not less than three (3) General Trustees, each of whom will be an “independent trustee”;
• The Development Committee to consist of the President and CEO, serving as an ex officio member, not less than three (3) General Trustees; and the Chairs of any existing Campaign sub-Committees;
• The Compensation and Management Development Committee to consist of not less than three (3) General Trustees, each of whom shall be an “independent trustee; and
• The Park & Visitor Experience Committee to consist of the President and CEO serving as an ex officio member, not less than one (1) additional Ex Officio Trustee or one (1) Appointed Trustee; and not less than three (3) General Trustees.

The by-laws do not limit participation of non-Trustees on Committees; therefore Committees may include non-Trustees, as is deemed necessary to expand expertise or board diversity, familiarize new donors or potential board members, or include new stakeholders in the Conservancy's work.

4. MEETINGS

The Board of Trustees has four (4) regularly scheduled meetings annually. All scheduled Board and Committee meetings include an agenda and materials are provided to Trustees and Committee members in advance of such meetings. Trustees are expected to prepare for all meetings by reviewing the materials and to attend all meetings. Standing Committees are scheduled to meet four times annually in conjunction with the Board meeting, with the exception of the Audit Committee that has two scheduled meetings each year to coincide with the independent audit. Additional Committee meetings are scheduled as needed.

5. VACANIES

The Nominating Committee reviews any individuals proposed to the board as candidates for membership and makes recommendations to the full Board, in addition to reviewing the Board's composition and performance on an annul basis. The Committee takes into account the Board's overall composition in relation to the organization's short and long term goals and needs and considers the presence of appropriate combination of professional experience, skills, knowledge, perspectives, and backgrounds on the Board as a whole. The number of Trustees varies depending on resignations, retirement, or removals and the availability of appropriate qualified candidates. Vacancies of General Trustees are filled by a majority vote of the remaining General, Ex-officio, and Appointed Trustees. The Chairman, in consultation with the President and Committee Chair, appoints the Chairs for all Committees.

6. EXECUTIVE COMPENSATION AND EVALUATION

The Compensation and Management Development Committee meets annually to formally review the performance of the President and senior management and establish compensation and management development initiatives. The President does not attend or participate in the discussions, deliberations, or voting on his or her compensation.

7. RELEVANT POLICIES

a. Code of Conduct

The Conservancy is committed to maintaining the highest standards of conduct and ethics, and the organization's success is dependent upon the public's trust that Conservancy Trustees, Officers, Employees will conduct business in compliance with applicable laws, using sound judgment, and in an honest and ethical manner. The Conservancy's Code of Conduct includes guidelines with respect to business ethics, financial accounting and recordkeeping, confidentiality of Conservancy records, anti-harassment, and substance abuse.

b. Conflicts of Interest Policy

Members of the Conservancy's Board of Trustees, as well as Conservancy officers and employees have a fiduciary duty to carry out the mission of the Conservancy and conduct themselves without conflict to the interests of the organization. An actual or potential conflict of interest arises when an individual in a position to influence a decision concerning the Conservancy's operations may result in a pecuniary benefit to that person, or to his or her family. All Trustees, Officers, and Employees have a duty to disclose actual or potential conflicts of interest regarding themselves, as well as other Trustees, Officers, and/or Employees.

c. Gifts Acceptance Policy

The Conservancy accepts unrestricted gifts, as well as gifts designated for specific programs and purposes from individuals, corporations, and foundations that fulfill and further the mission of Conservancy. "Standard Contributions," which are generally accepted in the ordinary course of business, include cash, publicly traded securities, charitable gift annuities, life insurance and retirement plan beneficiary designations, and matching gifts. "Non-standard Contributions", such as tangible personal property, real estate, closely held securities, remainder interests in property, charitable remainder trusts, and charitable lead trusts are subject to review by the Conservancy's Gift Acceptance Committee prior to acceptance to determine whether (a) accepting the property fulfills the Conservancy's mission, (b) the property is marketable, (c) there are liabilities associated with the property, and/or (d) the property will generate undesirable tax consequences for the organization.

d. Whistleblower Policy

The Conservancy's Whistleblower Policy is intended to encourage and enable employees and others to report fraudulent, dishonest, or illegal conduct. No officer, director, or employee who in good faith reports a violation of the Conservancy's Code of Conduct shall suffer harassment, retaliation, or adverse employment consequences. Reports of improper conduct may be confidentially submitted to the Conservancy through a confidential portal found on the organization's intranet at http://intranet.e-cpc.centralparknyc.org.