What does your gov­er­nance com­mit­tee do?

I love gov­er­nance com­mit­tees. I don’t love nom­i­nat­ing committees.

Written by
Simone Joyaux
November 15, 2013
A governance committee helps the healthy development and operation of the board.

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 governance committee:


The committee recommends changes to the structure of the board to ensure that its members fulfil their legal and moral obligations.

As a committee of the board of directors, the governance committee helps the board carry out its due-diligence function related to the healthy development and operation of the board, its committees and task forces, and performance of the individual board member.

Reports to

The board of directors.

Staff to the committee

The president/CEO.

Frequency of meetings

At least four times a year – more likely six to eight times a year if it’s really doing its job well.

Scope of work

It should be able to recruit and retain the best board members.

All committee work is done in partnership with and through the leadership of the 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 changes to board structure to ensure that the board of directors fulfils its legal and moral obligations.
  4. Monitor effectiveness of governance policies (e.g. board operations, officer expectations, performance of board members, etc). Recommend changes and/or new policies for board action.
  5. Recommend governance standards for board and committee operations. Monitor adherence to the stated standards and engage the board in dialogue for change.
  6. Review and recommend optimum composition for the board including skills, behaviours and diversity: e.g. race/ethnicity, sexual orientation, gender, generation, socio-economic status, and so on.
  7. Design and execute a process to recruit and retain the best board members to help achieve the institution’s mission. The following activities should be included:

    a. Identification, cultivation and screening of candidates.
    b. Nomination and contracting.
    c. Orientation and development.
    d. Evaluation.
    e. Promotion, thanking and release as appropriate.

About the author: Simone Joyaux

Simone Joyaux

The late, great Simone P Joyaux, ACFRE was described as ‘one of the most thoughtful, inspirational, and provocative leaders in the philanthropic sector’. A consultant who specialised in fund development, strategic planning and board development, Simone guided countless organisations and professionals during her many years of consulting and coaching, teaching and writing. She taught in the graduate programme for philanthropy at Saint Mary’s University, in Minneapolis, USA. Her books included Keep Your Donors, Strategic Fund Development and Firing Lousy Board Members. As a volunteer, Simone founded the Women’s Fund of Rhode Island, a social justice organisation. Simone and her life partner bequeathed their entire estate to charity. You can find more of Simone’s writing in SOFII’s Simone Joyaux archive, here

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