About Us

CLUB MATTER

June/July 2010

by Rose Snyder
I'm surprised to see that many nonprofits still don't have a governance committee. I'm hoping that after reading this brief article, all boards will understand the role of this important committee and take the necessary steps to create a governance committee.

I thought it might be fun to do this article in Q & A format. For more detailed information about the governance committee, consider ordering the governance committee booklet from Board Source at http://www.boardsource.org/Bookstore.asp?Item=148.

What is a governance committee?

A governance committee is sort of like the quality control department in an organization. It is ultimately responsible for the quality of the board. This important committee of the board reviews and makes recommendations to enhance and improve the effectiveness of the board and overall governance.

Isn't this just a new fancy name for the good old nominating committee?

Yes and no. The governance committee certainly has the responsibility of nominating qualified candidates for the board, but the role of the committee is much more than just this important job.

How so?

Well, the governance committee has an ongoing role of educating the board members both new and veteran in governance best practices. Most governance committees conduct board orientations annually for both new and returning board members as well as help keep the board current with regard to governance changes and best practices.

What other responsibilities does the governance committee have?

In a nutshell, the governance committee is responsible for

• Board roles and responsibilities
• Board composition
• Board knowledge
• Board effectiveness
• Board leadership

Let's look at each one of these areas for an overview of what that responsibility entails.

Board roles and responsibilities

The governance committee should review and update board job descriptions and assist the board in determining the primary focus for the board for the next year. This focus should be based on the strategic plan. The board should also set priorities and governance goals each year. (These are different from organizational goals.) They should be set based on recommendations from the governance committee.

Board composition

The composition of the board is usually clearly stated in the organization's bylaws. The governance committee should review the bylaws annually and make sure that what is in the bylaws is reflected in the structure and composition of the board. Even more than compliance with the bylaws, the governance committee should consider and assess whether the board structure is meeting the current and future needs of the organization. Perhaps it is time to include independent directors, or enhance the diversity of the board.

Nominating responsibilities would come in this area as well. Most important is to identify the needs of the board and the organization and then recruit qualified candidates who meet these needs. The short description for the nomination process is identify, qualify, vet, nominate. (This might be a good discussion for a future article, but we don't have the space to go into detail here.)

Board knowledge

The governance committee would conduct an annual board orientation as well as create an ongoing program to ensure that the board remains current in governance requirements and nonprofit best practices. This function could also be called "board development." Board development and team building can also be included in the annual board retreat.

Board effectiveness

This area represents the most important and one of the most neglected areas of board governance. Most boards do not take the opportunity to assess their performance. The governance committee should initiate a board assessment process.

Board leadership

Many of you may have heard the term "succession planning" before, usually in reference to the CEO or board president. It is time for boards to consider creating a plan for the long-term leadership development of the board. This would include looking three to five years down the road and considering what it would take to lead the organization into the future.

Then take steps to ensure that there is consistent and steady leadership that support the strategic direction. Also, boards must have quality people in the wings who can step in to fill a term for someone who has to leave a post prematurely. This requires having some sort of leadership development training for potential committee and future board candidates so they are prepared to step in when needed.

In conclusion, I hope your board now has a better understanding of the role of this important committee. The governance committee can change your organization for the better by ensuring quality leadership and creating a more effective governing board.

Reference: Governance Committee
www.boardsource.org. Fred Miller, The Chatham Group, Inc.

Rose Snyder is a governance consulting expert who has worked in the Olympic family for more than 20 years. Her expertise in nonprofit best practices helps grass-roots clubs to national governing bodies improve organizational effectiveness in a team-based approach. Snyder has helped conduct the club education seminars for U.S. Figure Skating since 2002. You can find out more about Snyder at www.rosesnyder.com.