The duties and responsibilities of the governance committee are important enough that boards need to assign them to someone. The best and easiest way to do this is by forming a governance committee. Governance committees are sometimes called nominating committees or board development committees. The basic role of a governance committee is to ensure that organizations have a qualified board to oversee them and plan for current and future needs.
A committee charter is an official document that outlines what the governance committee does.
What Is the Purpose of a Governance Committee?
A thoughtfully composed board of directors will have all the necessary skills and abilities to successfully oversee an organization and plan for its future. Well-composed boards bring a diverse array of perspectives into the boardroom to promote robust discussions that set the stage for sound decision-making.
Governance committees identify the qualities and characteristics that boards need and draft a recruitment plan to draw qualified board director candidates to them. In other duties, governance committees write job descriptions, deliver board orientations, arrange for board trainings and development, facilitate annual board self-assessments, and write board policies and procedures.
Why Do Organizations Need Committee Charters?
A committee charter outlines the main purpose and objectives of a committee. A governance committee charter will describe the committee’s mission statement or charge. Committee charters should state the powers and authority of the committee, as well as how the members should work together to fulfill the committee’s goals. Charters indicate how the committee is composed. Committees may include members as the chair, members, officers, staff or outside members. Committee charters will state whether the committee members have any term limits.
In addition, committee charters state how frequently the committee should meet and how they’ll handle meeting protocols such as agendas and meeting minutes, as well as what percentage constitutes a quorum. Governance committees rarely have decision-making authority. It’s more common for governance committees to make recommendations to their boards.
Boards don’t necessarily have to start from scratch when writing a charter. The following governance committee charter template serves as a guide to get you started.
Using a Governance Committee Charter Template to Create a Governance Committee Charter
Here is a basic governance committee charter template:
Governance Committee Charter
The Governance Committee (“Committee”) will assist the Board of Directors of the (insert name of organization) to fulfill its responsibilities regarding matters that relate to governing the organization and in identifying and making recommendations to the board candidates to be Board Directors.
The Governance Committee shall perform all duties as requested or required by the Board of Directors. The Governance Committee will specifically be responsible for the following duties and responsibilities:
- Advise the Board about operational strategies including relevant amendments to the organization’s bylaws to strengthen the organization and empower the Board in meeting its obligations related to good governance principles and abide by the organization’s mission.
- Advise the Board about strategies that strive to increase individual Board Director effectiveness and their abilities to work collaboratively with their peers.
- Devise and make recommendations for policies on issues related to Board Director service.
- Devise and make recommendations for policies that reflect best practices for overall good governance.
- Develop a conflict of interest policy and recommend it to the Board.
- Lead and facilitate periodic board self-assessments to ensure superior board performance and overall trust in effectiveness.
- Evaluate the Board’s current composition and identify the current and future needs of the organization to ensure that the Board has the necessary diversity, perspectives, experience, skills, maturity and judgment to effectively pursue their duties in planning and oversight.
- Review the Board’s individual Board Directors at the end of each of their board terms as part of the re-election process to ensure that they continue to have the appropriate skills and engagement level to continue serving on the Board.
- Make recommendations to the Board about the criteria and qualifications that they deem appropriate for election as Board Directors.
- Recruit, identify and interview candidates for potential Board Directors that meet the identified criteria for election to the Board.
- Make nominations to the Board for qualified individuals as Board Directors.
- Make recommendations to the Board of Directors to serve as Committee Chair and Committee Members.
- Develop and conduct an orientation process for newly appointed Board Directors and provide ongoing board training and development.
BOARD OF DIRECTOR COMPOSITION AND TERM LIMITS
The Governance Committee shall be composed of at least three and not more than five Board Directors. They will be recommended by the Board Chair, approved by the Governance Committee, and appointed by a majority vote of the Board of Directors in the current office in accordance with the bylaws. The Board Chair will designate a Committee Member to serve as Committee Chair. This is a standing committee with no term limits. Committee Members may be dismissed at the discretion of the Board Chair.
The Governance Committee will meet at least quarterly and hold additional meetings as needed to fulfill its responsibilities as described in this Committee Charter and as called by the Governance Committee Chair.
AUTHORIZATION AND LIMITATIONS OF POWER
The Governance Committee is established by the Bylaws and has no power or authority to act on behalf of the full board. The Governance Committee will abide by the provisions in the Bylaws that pertain to the meetings and actions of the Board.
Final Thoughts on Governance Committee Charters
Boards of every kind are facing intense scrutiny from stakeholders and regulators to demonstrate due diligence and to abide by good governance principles.
A board management software system by BoardEffect is a valuable tool for streamlining regular governance processes like creating board charters and setting up responsible board committees. The BoardEffect platform stores committee charters, stores resumes for board director recruits, and tracks progress for maintaining a diverse and skilled board of directors.
Board management software supports every component of good governance, which affords boards the necessary time to work on building their organization.