Exhibit A

BOARD OF REGENTS GOVERNANCE COMMITTEE CHARTER

Mission

The purpose of the Board of Regents (the “Board”) Governance Committee is to:

1. develop and recommend rules and policies for the governance of the Board of Regents and Kentucky State University (the “University”);
2. identify and implement best practices in University governance;
3. develop and provide mentoring and orientation for new Board members; and
4. provide oversight for risk management of the University.

Authority and Responsibilities

Policies

The Governance Committee shall establish, review, and update governance policies for the University. The Committee shall oversee the adoption of Board governance policies and procedures that are in accord with federal and state laws and ensure that Board members adhere to their fiduciary responsibilities.

Board Committee Charters

At least once annually, the Governance Committee shall review the charters for all Board committees and update and revise such charters as necessary and in accord with best practices. The Committee shall develop guidelines for all Committee charters and for measuring the performance of other Board committees.

Evaluate Performance of the Board

The Governance Committee shall evaluate the performance of all Board committees annually and determine whether such committees are performing in accord with their charters. The Committee shall also assess the performance of individual Board members annually, assessing attendance, contributions to committees, adherence to fiduciary duties and other responsibilities required of individual Board members. The Board may conduct a peer review for individual Board members. The Committee shall also consider and assess potential conflicts of interest for individual Board members and make recommendations to the full Board to prevent and/or minimize conflicts of interest.

Evaluate and Oversee Risk Management

The Governance Committee shall have oversight responsibility for the University's risk management policies. The Committee shall consult with the President or his/her designee regarding the assessment of risk for the University and the implementation of

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