The Governance Committee

It used to be that the only committee involved in addressing governance performance was the Nominating Committee.  However, the recruitment and composition of the Board is only one small aspect of overall governance development and performance.

While the expectation may be that the Board should and will address this key organizational need, typically it is a hit-and-miss affair in most organizations.

For example, assessment of Board performance is a critical aspect in improving governance performance.  However, in our experience, most organizations are not undertaking any significant and meaningful assessment of individual directors or the Board as a whole.

As a result, we are suggesting to clients that they establish a Governance Committee.  Some might choose to call it a Board Development Committee, however I think that narrows the focus a bit too much.

Some of the likely responsibilities for a Governance Committee include:

• an ongoing and continuous focus on identifying, preparing and recruiting future governance leaders, including the definition of skills and attributes required in Board members

• the Board election process

• orientation of new and existing Board members

• training and education of the Board related to governance roles and responsibilities (and with respect to bridging Board knowledge gaps)

• assessment/evaluation of the Board, the Chair, individual directors, including each director's self-assessment, and Board meetings/sessions

• evaluation and monitoring of governance structures and processes, including policy development and processes for Board monitoring/oversight of operations

• identification and recruitment of external resources/experts to assist the Board in its governance role and responsibilities

• identification and development of recommendations on Board conflict of interest and discipline bylaws, policies and processes

Individual organizations may find that some of these activities are best left with the entire Board, and also may have other governance-related activities to be undertaken by the committee.  We are not advocating a fixed approach to how these activities are undertaken, but only that the activities are very important and someone needs to be clearly responsible to make them happen.

We do not recommend that the Governance Committee undertake these responsibilities in isolation, but rather that the Board would be involved.  The Governance Committee takes responsibility to ensure these activities and roles are undertaken, and may perform preparatory and background work as required. 

Wayne Amundson is president of Association Xpertise Inc., a consulting firm serving associations and non-profits. He is also a writer and speaker on association and non-profit management and governance, and is editor of The Canadian Association e-zine and co-author of the new “Primer for Directors of Not-for-Profit Corporations” published by the Industry Canada and three non-profit umbrella groups in Canada. 
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