Employees’ Retirement System of the State of Hawaii

BOARD OF TRUSTEES GOVERNANCE COMMITTEE CHARTER

The purpose of the Governance Committee (“Committee”) is to carry out the responsibilities delegated by the Board of Trustees of the Employees’ Retirement System of the State of Hawaii (“Board”) relating to the research, implementation and monitoring of best practices for governance toward fulfillment of fiduciary duties and oversight, including over investment policies and guidelines and efficient, effective administration of the Employees’ Retirement System of the State of Hawaii ("ERS").

The Committee shall consist of no fewer than four (4) trustees. The members of the Committee shall be designated by the Board Chair and appointed by the Board. The members of the Committee shall be appointed for one-year terms and shall serve for such term or terms as the Board may determine or until earlier resignation. The Board may remove any member from the Committee at any time with or without cause.

The Committee shall meet at least three times a year at such times and places as it deems necessary to fulfill its responsibilities. The Committee shall report regularly to the Board regarding its actions and make recommendations to the Board as appropriate. The Committee may invite such members of management and advisors to its meetings as it deems appropriate. The Committee shall review this Charter at least annually and recommend any proposed changes to the Board for approval.

The Board through its Chair shall designate a member of the Committee to serve as its chairperson.

The Committee shall have the following authority and responsibilities regarding the administration of the ERS:

• To review annually the ERS’s Governance Plans and Procedures.

• To assign and provide direction to the Executive Director and Deputy Executive Director on priorities and actions to successfully execute the governance responsibilities of the Administrative Branch.

• To review and draft governance policies, guidelines and recommendations for the Board’s consideration.

The Committee shall have the following authority and responsibilities regarding ERS Legislation:

• To recommend and review proposed legislation relating to ERS governance introduced by the ERS and by other parties, and to assign and provide direction for the Executive Director and Deputy Executive Director on priorities and actions to successfully support such legislative goals and responsibilities of the ERS.

• To recommend support or opposition of proposed legislation relating to ERS governance to the full Board for its consideration.

The Committee shall have the authority, in its sole discretion, to obtain the advice of any ERS consultant or ERS service provider as necessary to assist with the execution of its duties and responsibilities as set forth in this Charter. The Committee shall have the authority, in its sole discretion, to obtain the advice and assistance of ERS’s legal counsel and such other advisors as it deems necessary to fulfill its duties and responsibilities under this Charter. The Committee shall not be required to implement or act consistently with the advice or recommendations of its consultant, legal counsel or other advisor to the Committee, and the authority granted in this Charter shall not affect the ability or obligation of the Committee to exercise its own judgment in fulfillment of its duties under this Charter. The consultant(s), outside counsel and any other advisors retained by, or providing advice to, the Committee (other than the ERS’s in-house counsel) shall be independent as determined in the discretion of the Committee.

The Committee shall conduct an annual evaluation of the performance of its duties under this charter and shall present the results of the evaluation to the Board. The Committee shall conduct this evaluation in such manner as it deems appropriate.

Adopted by the Board of Trustees on December 9, 2019.