I Love Governance Committees! And You Should Too

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Have you noticed that I don’t just talk about fundraising in this column? For example, check out the two columns about destroying executive committees. Somewhere along the line, I decided that “unraveling development” could extend beyond fundraising. So here goes another not-really-fundraising column. But there are implications for fundraising.

I love Governance Committees. I don’t love Nominating Committees.

I think that the traditional Nominating Committee is out-of-step and old fashioned. The title suggests a narrow scope of work.

I prefer the title Governance Committee or Board Development Committee. This committee does more than identify and nominate board members. Here’s my description for the committee:

Purpose of the Committee: As a committee of the Board of Directors, the Governance Committee helps the Board carry out its due diligence function related to healthy development and operation of the board, its committees and task forces, and performance of the individual board member.

Reports to: Board of Directors

Staff to the Committee: President / CEO

Frequency of meetings: At least 4 times per year – more likely 8 – 10 times per year if it’s really doing its job well.

Scope of work for the Governance Committee

[All committee work is done in partnership with and through the leadership of assigned staff. The President / CEO makes all staff assignments.]

  1. Review / revise the committee job description and recommend to the Board for action.  [Typically reviewed every two years or so.]
  2. Monitor the Board’s due diligence function as it relates to governance. Recommend action to the Board.
  3. Recommend any structure changes to assure that the Board of Directors fulfills its legal and moral obligations.
  4. Monitor effectiveness of governance policies (e.g., Board operations, Officer expectations, Board Member performance, etc.) Recommend changes and / or new policies for Board action.
  5. Recommend governance standards for Board and committee operations. Monitor adherence to said standards and engage the Board in dialogue for change.
  6. Review and recommend optimum composition for the Board including diversity screens, skills, and behaviors. 
  7. Design and execute an intentional process to recruit and retain the best Board members to help achieve the institution’s mission, including the following activities:

a.       identification, cultivation and screening of candidates;

b.      nomination and contracting;

c.       orientation and development;

d.      evaluation;

e.       promotion and thanking and release as appropriate.

  • Jane Garthson

    Yes! I too love a year-round committee that supports effective board operations. I would make board succession planning an explicit part of your list.

    Some governance committees also deal with board policy manuals (implied in your item 5) and with Executive director performance and succession planning.

  • Tesse Akpeki

    Governance Committee are an excellent filter for strengthening board composition and encouraging healthy turnover and diversity. As a committee of the board they help the board take responsibility for its own ongoing development and sustainability. Thank you Simone for expressing your love for these committees. I do share that passion and love as well

  • Simone Joyaux

    Thanks, Tesse and Jane, for your comments. And yes, everyone: this great Governance Committee deals with succession, too. I like a succession outline…how we prepare board members to be officers and committee chairs. The succession outline can include various strategies like formal and informal training, assigning assignments and monitoring performance, coaching and mentoring. Go for it. Simone

  • E. Grant MacDonald


    I like the idea of governance committees too but the scope of the work outlined is far too broad and includes items such as 6 & 7 that, to my mind, require the full board’s consideration.

    Having a “governance committee” and ensuring that the whole board keeps at least one collective eye on good governance all of the time is a challenge.

  • Simone Joyaux

    I suspect, Grant, that we are aligned. When doing governance (the board’s work), I don’t believe that any committee does work independently of the board. So #6 and #7 — or any of the items in my committee charter — requires board engagement, too. Everything in my charter says “recommend.”

    I also believe that committees are charged with engaging the full board in strategic conversation… not simply recommending for action. In fact, I often tell committees not to recommend. I suggest that they share thoughts and engage the board in the conversation.

  • Marshall Kern

    For organizations that receive third-party accreditation (such as a health-care organization), an effective Governance Committee is essential. Some accreditation organizations insist on assessing the governance structure and measures of effectiveness of the Board. The Governance Committee is key in this assessment.

  • Dolores Wiener

    Do members need the approval of the board of a non-profit organization to establish a Governance Committee?

  • Richard G

    Should the Executive Director be part or not be part of the Board Governance Committee. Isn’t this a bit in conflict to have the ED serve in the committee.