Public Authorities Reform Act (PARA) of 2009. tics include state and local authorities, public benefit corporations and their subsidiaries and not-for- prolits sponsored by or created by 3 county, city, town or village government PARA of 2009 — No changes 1 existing law 1, Reviews authority operations, practices and assesses compliance with law 2. Maintain a comprehensive inventory of authority documents 3, Improves management practices Powers and Responsibilities: L. Verify existence of all authorities in state law 10, Develop best practices for screening proposed directors 2, Issue recommtendations on debt 1. Promulaate rules snd regulations 3. Comply or explain 12, Develop comprehensive definition of public authorities 4. Warn ang censure 13. Review potential consolidation/tenaming of authorities 5. Receive and aet upon complaints from the public 14, Standardize content and format of reports 6. Formal investigations in response to complains 15. Recommend a compensation plan for board members 7. Power to issue Subpoenas 16, Recommend changes in the terms of office of directors 8. Report criminal activities 17, Enter into cooperative agreements 9. Develop and issue, after consultation with the 18, Assess individual authorities and set date to make Attorney General a written acknowledgement that changes pursuant to this article board members understand their fiduciary duty 19, Suspension or removal of directors 1. Siight technical changes regarding the power to issue subpoenas 2. Develop and issue a process for board members o acknowl: | responsibilities ight technical change regarding the promulgation of rules and regulations ‘4_The ABO will recommend a compensation or no compensation plan for board members Documents Required to be Reported to the ABO Current Law 1. Report on deb issuance 5. he fur market value of such propery Compensation schedules for employees 6 The authority's code ofetics Projecs undertaken by the authorities inthe last year_7. An assessment of its infeal control structure A listing of ral propery held or disposed of | understanding of his‘her role and fiduciary 109 Adds the Following Documents to the Requirements of Public Reporting to the ABO | { - _ _— Board Governance and Fiduciary Duty unsut Law ‘uit Commitee requted 2. Bans board memhers fiom serving as CEO, Executive Director, CFO, or Comptroller 3. Authority board members would now be required to (3) execute diel oversight of senior management relating to ethics; {i undetstand aid monitor the implementation of fsanial and operational ceisions ofthe authority (if) establish compensation and time and attendance policies (iv) adopt a code of ethics: (¥) establish policies that protect employees who disclose wrongdoing; and (vi) adopt a defense and indemnification policy 4. Requires board members to ated sate approved vaining programs 19 Adds the Following Governan |. Board members have an explicit fiduciary duty to the authority and not to the appointing entity 2. Governance committee must: (i) examine ethical and conilict of interest issues: (if) perform board selfevaluations: (if) 1= ter Timi and (i) develop by-laws which inchude rules and procedures for conducting board business 3. Audit Commitee mersbersrnst be familiar with comporate nancial and accounting practices 4 Finance Committee created, | November 2009 Modifications 1. Repeals existing law and permits a board member to serve as both the CEO and Chair, and prohibits the Chair of an authority whois also the CEO from participating in determining compensation for the CEO. _2._ Breach of fiduciary duty would be cause for removal of a board member by the appointing entity Contracts | Cament Law: Current Lav is silent on this issue PARA 2009 Requires Comptroller Approval of Contracts: Prior to publication oF bids each authority must submit to the Comptroller contracts over $1million. Comptroller must notify | thom tha it wants to review contraet within 45 days. Contracts must be approved within 90 days. IT no action is taken itis | automatically approved. All other contracts under $1 million ave subject to review i the Complrollers request. 2009 Modifications 1. Comptroller to review no bid contracts and those funded with State dollars. Comptroller not to review competitively bid contracts. 2. Comptroller NOT 10 review contracts of Roswell Park, Nassau, Erie, Westchester, and Clifton-Fine Public Benefit ‘Coxporation Hospitals that are: = subject to the DOH Certification of Necd process = fer services, affiliations or joint ventures forthe provision or administration of health care services or scientific research: = for direct health care services or goods used in the provision of health care services; ot + for participation in group purchasing arrangements, Comptroller NOT 10 review eomirsets for unforeseen emergencies 4 Comptroller NOT to review contracts for the purchase o7 sale of energy, electricity, or ancillary services on the spot market; contracts forthe purchase or sale of energy/power fuel, costs and ancillary services with a term of less than S Years-or contracts forthe sale of enersy power for eeonamie development purposes Disposition of Property (Curent Law: | Requires a property disposal policy and a contracting officer. Publication of all real property owned. A loophole allows, certain property to be sold below fair-market value, | pana 2009 ‘Authority property must be sold at fir market | sovemior2009 Modiiatons [PP Setow tir mart value sles permite iis within he nisin of te Pale Auhoriy, a ie by tei aborsing state 2. Complete iclnre of il belo fair make value tansctons, 5 Below far markt value tamacton subject ode by the povemer (by certain) and er house of the Legare by tol) win 60 dye meri nein 4, Forfocl ntortes aproval by thc oval govemme’ fr below far make valu tunsactions would be sucen | peri terns sh approval s proved for inte author's goveming state nd he ange sx propery brill pases bythe auton Debt Reform | ‘Current Law is silent on this issue PARA 2009 Creates Stronger Debt Oversight Measures | Authorities mas submit deb reform measure tothe ABO and statement of inten! wo guide issuance and overall amount of debt issued _ - _ | Limitation on the Creation of Subsidiaries Current Law | No limitations onthe sremion of subsidiaries hy publi authorities | j | BARA 2000 Requires Subsidiaries Can Only be Created by $1 Law UiTW Tors specie project tat esate authori Tas the power To pursue whose primary purpose WT Tint bili svi may no issue debt in exeess oF ST milion | 2. Subsidiaries must he reported 60 days prior tothe formation and must report annually othe ABO November 2009 Modifications Roswell Park, Erie, Westchester, Clinion-Fine, and Nassau Public Benefit Corporation Hospitals receive substantially greater leeway with regard to subsidiary creation: such corporations are exempt from limitation on debt issuance, and are not subject to the qualifying eriteria for the creation of a subsidiary without legislattve approval that requires subsidiary to be for the purpose of limiting liability ‘Audits of Authorities Current Law Each authority must undergo an annual independent audit PARA 2008: | Audits must be performed us required hy Seo. 2 af State Finance Law and Requires the audit to be sent to the ABO /MWBE, Curent Law MWBE law currently’ applies to 35 authorities | 2. MWBE law applics to state contracts for “labor, services, supplies, equipment, materials..." } PARA 2009) 1. Requires all state authorities to abide by MWBE standards 2. Clarifies that MWBE law applies to state contracts for servic ‘@ include “legal, nancial and other professional ‘Lobbying Contacts Cutreni Lav: Current Law is silent on this issue PARA 2009 Requires every member, officer, or employee fo make a record of any lobbyist contact and he adoption of policies implementing these requirements November 2009 Modifications | State authorities required to intain a record of lobbying contacts made in an attempt ta influence any rule, regulation oF Whistleblower Carn tive |The board to establish writen polices and procedures that protect employes from retaliation for disloxing information concerning ucts of wrongdoing, miscondvct, malessance or ether inappropriate behavior Swrengthens Whistebla ns Requires a Whistleblower Access and Assistance Program in consultation with the Attorney General that () establishes toll-free phone lines available to employees and (ii) offers advice and consultation on state and federal laws, 2. Anauthority may not fire, discharge, demote, suspend, threaten, harass, or discriminate against any employce for their whistleblower actions. | CEO Confirmation Current Law | Confirmation of MTA CEO PARA 2008 Confirmation af all Public Authority CEO's November 2009 Modifications Confirmation of CLO/Executive Director of specified Publie Authori Dormitory: Authority (Executive Director) Thruway Authority (Executive Director) Power Authority (CEO) Long Island Power Authority (CEO)| Labor Agreement ‘November 2009 Mod fications 1. State authorities prohibited irom entering into any contract for the development of a Hotel or convention center in which the authority has a substantial proprictary interest unless such contrat includes a labor peace agreement with a labor ‘organization that represents hetel employees in the state, for at lest 2. Contracts may be entered into without a labor pesce agreement upon a written determination by the authority that a labor peace gureement would prevent the project from going forward, or would substamtially increase the cost of the project Basis for the determination would include prior experience, carlier RFPS for the same project, or detailed evaluation of potential bidders Provision would expire Jume 30, 2012. Effective Date his wet wll cake effet on March 1, 2010.