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The Bank of New York

Home > About > Corporate Governance > Corporate Governance Guidelines


Corporate Governance Guidelines

The business and affairs of The Bank of New York Company, Inc. (the "Company") are subject to the general oversight and authority of the Board of Directors (the "Board"). 

The Board has adopted these Corporate Governance Guidelines.  Together with its Certificate of Incorporation, Bylaws, and charters of Board Committees, these guidelines provide the authority and practices for governance of The Bank of New York Company, Inc.

Recognizing that ethical behavior is essential to our success, the Board also has enhanced the Code of Conduct for all employees and Directors.  The Code incorporates our statement of principles and provides the framework for maintaining the highest standards of professional conduct for our Company.  By adhering to the Corporate Governance Guidelines and the Code of Conduct, we ensure that the long-term interests of our shareholders are best served.

The Company will publish its Corporate Governance Guidelines, key Board committee charters, and Code of Conduct on the Company's website, and will make these documents available in writing, as requested.

I. The Board of Directors

    A.   Director Selection and Board Composition

    B.   Determination of Directors' Independence

    C.   Term for Directorship

II. Meetings of the Board

III. Committees of the Board

IV. Director Duties, Responsibilities and Resources

    A. Director Duties and Responsibilities

    B. Director Resources

V. Director Access to Management and Independent Advisors

VI. Director Compensation

VII. Director Orientation and Continuing Education

VIII. Management Succession

IX. Annual Performance Evaluation of the Board


June 24, 2005

Director Selection and Board Composition 

Member FDIC. Copyright 2006 The Bank of New York, Inc. All rights reserved.