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Supervisory & Audit Committee Development SeminarJune 13 – 14, 2016
FacilitatorMichael G. DaigneaultChief Executive Officer
FacilitatorAllen P. DeLeon, CPA, PFSFounding Partner
Who Is Quantum Governance, L3C?• Quantum Governance, L3C is a low
profit, limited liability service organization dedicated to the public good.
• We are one of the first such “hybrid” organizations in the United States.
• We have 145+ years of combined experience working with credit unions, foundations, associations, nonprofits, corporations & governments.
• We are a CUES Strategic Partner & customize/process/analyze all the Board & CEO assessment surveys that are conducted by CUES.
Governance Consulting, Advice & Counsel
Keynote Presentations, Workshops & Seminars
Assessments, Research & Knowledge Building
Strategic Planning, Retreats & Facilitation
Who Is DeLeon & Stang?• DeLeon & Stang is a full‐service
CPA firm with more than 30 years of service.
• We provide high‐quality accounting, tax, audit, financial, business and professional services throughout the Mid‐Atlantic region.
• Our team serves a broad spectrum of industries, with particular expertise in credit unions, construction, common interest realty associations, hospitality organizations and nonprofits.
Accounting& Tax
Audits, Reviews &
Compilations
Financial & Business Services
Professional Services
Agenda
Module 1. Welcome & Agenda ReviewQuick Agenda ReviewExercise: Table Introductions & Your Objectives?
Module 2. The Supervisory or Audit Committee of the FutureExercise: Flash Foresight, Hard & Soft TrendsHistorical & Emerging ChallengesFuture Possibilities
BREAK
Agenda (Continued…)
Module 3. Fundamental Cooperative & Credit Union Governance PrinciplesHistorical Underpinnings
– The Rochdale Principles– What is a Cooperative?– International Cooperative Alliance Cooperative Principles– Credit Unions Come to North America
Credit Union Governance – The “3‐Legged Stool”– What is Governance?– The Challenge – Governance & Leadership– Traditional & Contemporary Governance Models– The Governance Spectrum
Agenda (Continued…)
Module 3. Fundamental Cooperative & Credit Union Governance Principles (cont’d)Basic Roles & Responsibilities of a Credit Union
– Boards – Board Members, Officers and the CEO – Board Committees & Task Forces – Genesis of Governance Committees
LUNCH
Agenda (Continued…)
Module 4. The Unique Role of Credit Union Supervisory & Audit CommitteesCentral Principles, Goals & Responsibilities Video Exercise: NCUA Audit Video Credit Union Financial Statements & Audits
– The Annual Audit – Types of Credit Union Audits and Audit Requirements – Core Audit Responsibilities– Questions to Ask– Internal & External Audits– Review of Sample Financial Statements– Verification of Member Accounts– Member Relations
Agenda (Continued…)
Module 4. The Unique Role of Credit Union Supervisory & Audit Committees (cont’d)Video Exercise: Monitoring Management Activities
– Other Regulatory Responsibilities– A New Trend: Enterprise Risk Management
Module 5. Day One – ConclusionExercise: Final Thoughts & Homework Assignment
Agenda (Continued…)
Module 6. Day Two WelcomeExercise: Day One Thoughts
Module 7. The HypotheticalExercise: “A Challenging Meeting!”
BREAK
Agenda (Continued…)
Module 8. Credit Union Accounting & Regulatory FundamentalsWhat does the NCUA expect?
– Size & Independence– NCUA Exam– The Workplan– Minutes & Meetings– Committee Charter– Member Verification– Monitor the Annual Audit– Address Member Complaints
Today’s Regulatory EnvironmentLUNCH
Agenda (Continued…)
Module 9. Crafting the Supervisory & Audit Committee of the FutureExercise: Drafting the Charter
Module 10. Crafting the Supervisory & Audit Committees – “Grab Bag” Topics!
Module 11. ConclusionExercise: Final Thoughts
Module 1.Table Introductions & Your Objectives
Please formally introduce yourself to your colleagues and quickly address three sets of questions:
1. Your Name & Your Credit Union?
2. Your Role & Years of Service?
3. Why You Are Here? (Your Objective)
Flash Foresight: 6 Principles
1. Anticipate ‐ base your strategies on what will happen in the future
2. Transform ‐ how you sell, market, collaborate, communicate, educate and innovate
3. Take your biggest problem, and skip it ‐ it’s not your real problem anyway
4. Go opposite ‐ look where no one else is looking to see what no one else is seeing
5. Redefine and reinvent ‐ use tech‐driven change to create new products and services
6. Strategically direct your future ‐ or someone else will direct it for you
From Daniel Burrus, Flash Foresight
Hard Trends
Hard Trends are those trends that cannot be changed.
Ask These Questions:1. Is the trend measurable? 2. Is the trend tangible? 3. What are the facts, events or objects behind this
trend? 4. Is this trend linear or cyclical?
From Daniel Burrus, Flash Foresight
Hard Trends
Hard Trends are those trends that cannot be changed.
Ask These Questions:1. Is the trend measurable? 2. Is the trend tangible? 3. What are the facts, events or objects behind this
trend? 4. Is this trend linear or cyclical?
From Daniel Burrus, Flash Foresight
Soft Trends
Soft Trends shape the future, but don’t amount to a future fact.
Ask These Questions:1. Is this trend a future fact? (If yes, then it is not a
Soft Trend) 2. Are you spending too much time debating
whether it’s a Hard Trend or a Soft Trend? (If yes, then most likely it’s a Soft Trend)
From Daniel Burrus, Flash Foresight
Soft Trends
Ask These Questions ‐‐ continued:
4. Where are the Assumptions coming from? 5. Where is change coming from—a Soft
Assumption or a Hard Assumption? 6. Are there good data and research supporting the
assumption?
From Daniel Burrus, Flash Foresight
The very notion of community is being altered by technology…community is
ceasing to be largely defined by geography and more often as a sense of belonging.
The Community Challenge
If a disruptive freight train is suddenly barreling your way, it’s better to take action than to trust the odds of sleeping on the tracks.
Alistair Corbett & Darrell Rigby ‐ Directors at Bain & Company
The Disruptors Challenge
One of the key challenges for CU’s today is frequently not a lack of information…but,rather…the flood of information that is available!
It can be a bit like trying to satisfy your thirst with a fire hydrant!
The Information Challenge (1)
Very Low Risk Low Risk Some Risk Moderate Risk High Risk Very High Risk
Two Potential Difficulties:1. Ability to understand, identify and actually mitigate the risks to the CU.
And…
2. The Level of risk the CU’s leadership is willing to tolerate (Risk Tolerance)
Organizations “that create the future are rebels. They’re subversives. They break the rules…Foresight often comes not from being a better forecaster, but from being less hide-bound.”
From: “Competing for the Future” by Hamel & Prahalad
The Risk Challenge
Partner WithBusiness
Foster Individual
Evangelists
AdvocateTo
Government
Innovative, Adaptive
& Nimble
SharedEmpoweringLeadership
Collaborate &Network with
otherCredit Unions
HighImpact
CU
After: Forces For GoodBy Crutchfield & Grant
The Impact Challenge
Quantum Governance, L3C is a low profit, limited liability
service organizationdedicated to the public good.
~One of the first such "hybrid"
organizations in the U.S.~
We have experience with the credit union, nonprofit,
foundation, association,, corporate and security related
communities.
1. Adapt to the complexity & flood of information
2. Attract new board members3. Think strategically on a
sustained basis4. Hold effective board meetings5. Stay current with today’s
technology6. Evaluate and mitigate risks7. Have the impact they desire8. Effectively govern and lead!
In Sum…Many Credit Unions are stuck! They are struggling to:
The Rochdale Principles
Original Version of Principles (adopted 1937)• Open membership• Democratic control (one person, one vote)• Distribution of surplus in proportion to trade• Payment of limited interest on capital• Political and religious neutrality• Cash trading (no credit extended)• Promotion of education
What Is A Cooperative?
"A co‐operative is an autonomous association of persons united voluntarily to meet their common economic, social, and cultural needs and aspirations through a jointly owned and democratically‐controlled enterprise."
‐‐ International Cooperative Alliance
International Cooperative AllianceCooperative Principles
Cooperative Principle 1
Voluntary and Open MembershipCo‐operatives are voluntary organisations, open to all persons able to use their services and willing to accept the responsibilities of membership, without gender, social, racial, political or religious discrimination.
Cooperative Principle 2
Democratic Member ControlCo‐operatives are democratic organisations controlled by their members, who actively participate in setting their policies and making decisions. Men and women serving as elected representatives are accountable to the membership. In primary co‐operatives members have equal voting rights (one member, one vote) and co‐operatives at other levels are also organised in a democratic manner.
Cooperative Principle 3Member Economic ParticipationMembers contribute equitably to, and democratically control, the capital of their co‐operative. At least part of that capital is usually the common property of the co‐operative. Members usually receive limited compensation, if any, on capital subscribed as a condition of membership. Members allocate surpluses for any or all of the following purposes: developing their co‐operative, possibly by setting up reserves, part of which at least would be indivisible; benefiting members in proportion to their transactions with the co‐operative; and supporting other activities approved by the membership.
Cooperative Principle 4
Autonomy and IndependenceCo‐operatives are autonomous, self‐help organisations controlled by their members. If they enter into agreements with other organisations, including governments, or raise capital from external sources, they do so on terms that ensure democratic control by their members and maintain their co‐operative autonomy.
Cooperative Principle 5
Education, Training and InformationCo‐operatives provide education and training for their members, elected representatives, managers, and employees so they can contribute effectively to the development of their co‐operatives. They inform the general public ‐ particularly young people and opinion leaders ‐ about the nature and benefits of co‐operation.
Cooperative Principle 6
Co‐operation Among Co‐operativesCo‐operatives serve their members most effectively and strengthen the co‐operative movement by working together through local, national, regional and international structures.
Cooperative Principle 7
Concern For CommunityCo‐operatives work for the sustainable development of their communities through policies approved by their members.
Credit Unions Come to North America
On December 6, 1900 Desjardins and his wife, Dorimène Roy Desjardins, co‐founded the first Caisse d'épargne Desjardins in Lévis and opened for business the following month. Later renamed Caisses populaires Desjardins (and today Desjardins Group), the organization was a forerunner of current North American credit unions.
In 1909 a Banking Commissioner of Massachusetts who studied Desjardin's work, introduced a bill in Massachusetts to provide incorporation, recognition and legal standing for small savings and loan associations as financial institutions. Though Desjardin testified, his testimony as a foreign citizen carried little weight.
The bill passed thanks to testimony from Edward Filene, a wealthy Boston merchant who saw credit societies operate in Cal‐cutta, India.
E. Filene
A. Dejardins
Desjardins then organized the first U.S.credit union in a church parish, St.Mary's Parish Bank.
In 1897 Alphonse Desjardins became concerned with the problem of usury and undertook three years of research and correspondence with the founders of cooperative savings and credit movements in Europe.
The Act is Signed Into Law
Roy F. Bergengren (June 14, 1879–November 11, 1955) was an Americanattorney and pioneer of the UnitedStates credit union movement. Hired byEdward Filene in July 1921 to head theCredit Union National Extension Bureau,Bergengren carried out an ambitiouslegislative agenda that resulted in theenactment of the Federal Credit UnionAct, the creation of the Credit UnionNational Association (CUNA), and thefoundation of thousands of credit unionsacross the United States.
1934 —Washington, D.C. President Franklin Delano
Roosevelt signs the Federal Credit Union Act into law.
Roy Bergengren
The Board is the legal caretaker and steward of the organization and is responsible for the mission’s current ‐
and future ‐welfare.
Boards do this through their power to
govern the organization…
To govern is to steer, control, and influence or persuade from a position of authority.
Governance deals with thelegitimate distribution of authority
throughout a system – whether a country,
corporation or credit union.
Copyright, 2014 Michael Daigneault & Quantum Governance L3C
DysfunctionalDysfunctional
FunctionalFunctional
ResponsibleResponsible
ExceptionalExceptionalThis image cannot currently be displayed.
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The Challenge…The Governance & Leadership of Many Credit Unions Is Not As EffectiveAs It Should Be
© 2005, 2013 Michael G. Daigneault
Dysfunctional Functional Responsible Exceptional
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Number
Of CU
Boards
Quality of Credit Union Governance & Leadership
Context
Traditional Governance Models1. Collective/Co‐Operative Models2. Parliamentary Models3. Traditional (Nonprofit & Corporate) Models
1. Policy Governance Model ‐ John & Miriam Carver2. Governance as Leadership Model ‐ Chait, Ryan & Taylor3. Executive Model ‐ Coerver & Byers/Jan Masaoka
Contemporary Governance Models
Context3 Contemporary Models
1. Policy Governance Model John & Miriam Carver
2. Governance as Leadership Model Chait, Ryan & Taylor/Trower
3. Executive Model Coerver & Byers/Jan Masaoka
Board Focused
Constructive Partnership
Focused
CEO/StaffFocused
High Board Authority High Executive Authority
The Governance Spectrum
High Board Authority High Executive Authority
Governance & Leadership
•CEO Support & Oversight•Performance & Results•Strategic Thinking, Learning &Planning
•Budget& Resources
•Membership & Outreach
The CoreResponsibilitiesof a Credit Union Board
The Core Legal Duties & Responsibilities of Individual Credit Union Board MembersDuty of Care ~ Duty of Loyalty ~ Duty of Obedience Actively engage, contribute, participate & ask questions Keep informed, prepare for & attend board meetings Participate in board development & educational activities Support the credit union’s community effort & activities Regularly monitor financial safety & soundness Demonstrate personal & sustained commitment to craft &
achieve the vision, mission & goals of the credit union Serve as an active ambassador promoting the mission &
benefits of the credit union Obey the external and internal laws, regulations, policies &
procedures concerning the credit union
Key Responsibilities: Chair
Craft & Effectively Facilitate Meetings
Build a Positive & Healthy Board Structure
& Culture
Set & Model High Standards for Board &
Staff
Serve As One of the CU’s Chief Ambassadors
Key Liaison with CEO
Inspire & Engage the
Board
Board Operations Manager
Board Operations Manager
Key Responsibilities: Vice Chair
Guide & Facilitate Meetings in the Chair’s
Absence
Actively Learn and be “At the Ready” at all Times
Inspire Learning Culture & Learning Board
[Optional: Spearhead Special Initiatives, i.e., Strategic Planning]
Board Learner in
Chief
Key Responsibilities: Secretary
Work with Chair to Build a Stronger Board
Oversee Adherence to Organizational Policies
Work with Chair to Build Engaging & Effective Board
Meetings
Oversee Board Nominations &
On‐Boarding Process
Board Builder in Chief
Key Responsibilities: Treasurer
Translate Financial Reporting for the
Board’s Understanding & Action
Help Assure Safety & Health of Financial Systems & Internal
Controls
Help Identify Financial Trends, Risks & Opportunities
Oversee Budget & Audit Processes & Requisite
Financial Filings
Board Translator in
Chief
Key Responsibilities: CEO
Build, Structure, Manage & Lead an Effective Staff &
Operational Effort
Partner with Board to Craft Update & Forward the
Vision, Mission & Strategic Goals
Actively Support Effective Governance, Board & Board Committees, Task Forces &
All Meetings
Partner Board to Ensure Effective Functioning of Outreach & Policy Efforts
Operations Leader & Manager in
Chief
Lead, Inspire & Engage
Model & Ensure High Standards
ViceChair
Chair
Secretary
Treasurer CC
Super.Com.Chair
Com./Task ForceChair
Com./Task ForceChair
Mem.Com.Chair
B
B
B
B
B
B
At Large Board
Members
Model Credit UnionBoard Structure
CCC
Membership Com.
C
Governance Com.
C C
C
B
Sup. Com.
Finance Com.
KEY:B = Board Member
C = Committee Member (not member of Board)
Com. = Committee
= Members of Executive Committee (Board Officers + Chairs of Committees & Task Forces
= Officers of the Board
= Committee & Task Force Chairs
© 2005, Michael G. Daigneault
C
C
Genesis of “Governance Committees”
Nominations Committee• Fill Board Openings
Nominations Committee• Fill Board Openings
Board Development Committee• Fill Board Openings
• Orient Board Members• Educate & Develop Board Members
Board Development Committee• Fill Board Openings
• Orient Board Members• Educate & Develop Board Members
Governance Committee• Board Roles & Responsibilities
• Board Composition• Board Knowledge•Board Effectiveness• Board Leadership
Governance Committee• Board Roles & Responsibilities
• Board Composition• Board Knowledge•Board Effectiveness• Board Leadership
Central Principles, Goals and Responsibilities
• Monitor Management Activities• Annual Audit• Verification of Members Accounts• Handling of Member Complaints
The Annual Audit
Requirements• Annual audit required
• Once every calendar year
• Covering period elapsed since the last audit period
Types• Financial statement audit, according to generally accepted auditing standards by an independent, state‐licensed person
• Supervisory committee audit options
Audit Options
• Balance Sheet Audit. Performed by a state licensed person.
• Report on Examination of Internal Controls. Tests the effectiveness of management assertions about internal controls. Performed by state‐licensed person.
• Audit per Supervisory Committee Guide. Performed by the Supervisory committee, internal auditor or certified public accountants (CPA) (or other qualified person). If a CPA, must be state licensed.
Audit Types & OptionsType of Charter Asset Size Minimum Audit
RequiredNCUA Reg. Citation
Federal charter $500 million or more
Financial statement audit
715.5
Federal charter Between $10 and $500 million
Either financial statement audit or other supervisory committee options
715.5
Federal charter Less than $10 million
Supervisory committee options
715.5
State charter $500 million or more
Financial statement audit
715.6
State charter Less than $500 million
Either of supervisory committee options unless state law is more stringent
715.6
Core Audit Responsibilities
• Supervisory Committee hires the external auditor, but the Board authorizes the budget
• Be sure to obtain an engagement letter– Signed by a member of the supervisory committee– Terms, conditions and objectives– Basis of accounting– Rate or fee– Report delivery terms and target date– Work papers retained for three years and available to NCUA for review
Questions to Ask
Auditor• Audit scope• Adequacy of internal
controls• Adequacy of computer
systems and security• Discuss significant
findings and management’s response
• Effects of any regulatory compliance issues
• Significant risk exposures
Management• Risks and management’s
steps to minimize• Significant audit findings
and management’s response
• Quality of earnings from an objective point of view
• NCUA regulatory examinations or issues
• Evaluation of compliance with laws and regulations
Internal vs. External Audits
Internal Audit
• Done by CU staff or third party
• Supervised by Supervisory Committee
• External auditor make rely on work, but should not also do external audit
External Audit
• Done by independent licensed CPA firm or other licensed third party
• Should not also do internal audit
Verification of Member Accounts
• Required every two years• Negative confirmation of account balances• Send to all members• Update bad or no addresses• Verification of closed accounts• Retain records
Monitoring Management Activities
• Do so on a regular basis• Safeguard member assets• Board functions in best interest of membership
• Verifies management carries out approved policies
• Verifies compliance with applicable laws and regulations
Monitoring Management Activities (2)
• SC should develop an work plan• Report findings to the Board• Monitor to ensure staff follows up on findings• Operating independently• Attending BOD meetings• Report on annual audit and NCUA exam• Ensure internal controls are in place and operating effectively
• Anti‐fraud measures are in place
Enterprise Risk Management (ERM)
"Enterprise risk management is a process, effected by an entity’s board of directors, management and other personnel, applied in strategy setting and across the enterprise, designed to identify potential events that may affect the entity, and manage risk to be within its risk appetite, to provide reasonable assurance regarding the achievement of entity objectives."
A Formal Definition
COSO’s Enterprise Risk Management –Integrated Framework (2004)
Committee of Sponsoring Organizations of the Treadway Commission (COSO)
COSO is a voluntary private‐sector organization dedicated to guiding executive management and governance participants towards the establishment of more effective, efficient, and ethical business operations on a global basis. It sponsors and disseminates frameworks and guidance based on in‐depth research, analysis, and best practices.
The Scope & Importance of ERM Efforts
"To successfully manage risk, an ERM initiative must be enterprise wide and viewed as an important and strategic effort. In the aftermath of the financial crisis of 2008, there has been a growing emphasis on the board’s responsibilities for overseeing an organization’s risk management activities. For example, the corporate governance rules of the New York Stock Exchange require audit committees of listed corporations to discuss the risk assessment and risk management policies of their organizations."
COSO ‐ Embracing Enterprise Risk Management: Practical Approaches for Getting Started
The COSO ERM Framework
The COSO ERM framework is geared to help assist in achieving an entity’s objectives, set forth in four basic categories:
• Strategic – high‐level goals, aligned with and supporting its mission
• Operations – effective and efficient use of its resources• Reporting – reliability of reporting• Compliance – compliance with applicable laws and
regulations
COSO’s Enterprise Risk Management –Integrated Framework (2004)
Module 7.The HypotheticalExercise…
1. Please read through the hypothetical with us.
2. Thinking as a "Supervisory/Audit Committee," please identify the key questions and issues the situation presents you and your colleagues.
3. Discuss – and try to develop a consensus on – how an effective Supervisory/Audit Committee should address (or not address!) the key questions or issues you have identified.
A Challenging Meeting!
What Are They Looking For?
• Record keeping• Committee size and independence• NCUA Exam• Work Plan• Minutes of Meetings• Charter• Member Complaints Handled• Audit Monitored• Verification of Member Accounts
Appoint a committee secretary and keep meeting minutes, records of
audits, meetings with management, and meetings with NCUA.
Size & Independence
• The Committee should be 3 or 5 members• One member can/should be a Board Member• It should be independent and without conflict
NCUA Exam
• Meet examiner and identify exam schedule• Exit conference at conclusion of fieldwork• Review report• Arrange for report to be given to Board• Identify action steps• Ensure follow‐up on action steps• Document of resolution (DOR)• CAMEL rating• Examiner’s guide
The Work Plan
• Monthly or quarterly work plan• Board meetings• Work activities• Meet with the internal auditor• Meet with the external auditor• Review and assessment of Internal Controls
Minutes & Meetings
• Meet regularly, at least quarterly• Keep written minutes of meetings • Make the minutes available to NCUA
Committee Charter
• Have a charter or statement of goals and mission
• Address:– Meetings– Members– Chair & Secretary– Role of the CEO– Charge of the Committee
• Quantum Governance is providing sample
Monitor the Annual Audit
• Ensure annual audit • Completed timely 120 days after year‐end• Meet with auditors
Address Member Complaints
• Handle complaints independent of management
• Respond in writing• Copy to NCUA, if the complaint came through NCUA
Today’s Regulatory Environment
Regulators: Who are they?
Risk based capital issues Current & Proposed Rules
Secondary capital issues What is secondary Capital? How much is allowed by NCUA? What are the rules?
Cyber threats
• NCUA• State Regulatory
Agencies• CFPB
• Federal Reserve• OFAC
• NACHA
Fundamental or “transformational” changes…and not just
incremental improvements… are needed to overcome
the challenges that we face to craftthe exceptional
credit union of the future!
1. What is our Com's role?
3. How should we be composedand structured?
5. Are w
e as
king th
erigh
t que
stions
?
6. ULTIMATELY – HOW SHOULDWE THINK & ACT DIFFERENTLY?
2. What should we FOCUS on?
4. How are we consistently learning and improving?
Power Point TitleSubtitle
Michael G. DaigneaultChief Executive Officer
Quantum Governance, [email protected]
Business Cell: 703‐801‐7580quantumgovernance.net
© 2016, Quantum Governance, L3C and DeLeon and Stang
Thank You…
Allen P. Deleon, CPA, PFSFounding PartnerDeLeon & Stang [email protected]: 301‐948‐9825deleonandstang.com
Additional Resources…
• DeLeon & Stang, CPAS and Advisors – Credit Union newsletter
www.deleonandsang.com/news‐articles/credit‐union‐edge• Federal Credit Union handbookwww.ncua.gov/legal/GuidesEct/GuidesManuals/fcu_handbook.pdf• Quantum Governancewww.quantumgovernance.net• Supervisory Committee Guidewww.ncua.gov/legal/GuidesEct/GuidesManuals/supcomm.pdf
Additional Resources…• Opinion Audit Report (30‐50 Pages) + Management Letter• Supervisory Committee Audit (AUP) Agreed Upon
Procedures (15‐20 Pages)• Resources Guide
– NCUA Examiner Guide (Free)– NCUA Supervisory Committee Guide (Free)– Supervisory Committee Handbook (Free)– Federal Credit Union Handbook (Free)– Articles by CU Management, DeLeon & Stang and Others (Free)– NCUA Accounting Manual (Free)– NCUA Newsletter (Free)– NCUA Letters/Alerts (Free)
• Quantum Governance Supervisory Committee Charter (Free)