Governance Committee Charter
The Governance Committee (the “Committee”) provides for the effectiveness and continuing development of the PEAK Grantmaking Board of Directors to fulfill its responsibilities regarding matters that relate to governing the organization and in identifying and making recommendations to the board candidates, in collaboration with the Nominating Subcommittee, to be board members.
Responsibilities
The Committee’s responsibilities include, but are not limited to, the following:
- Using current governance best practices, develop and recommend to the full board policies and processes for:
- full board evaluations;
- board member nomination for election and reelection;
- board member orientation and education; and
- board succession planning.
- Develop policies and processes for overseeing the board talent pipeline, which includes, but is not limited to
- identifying the competencies and attributes needed on the board to guide board member recruitment and election;
- continuously developing of a list of potential board members;
- evaluating prospective nominees against the Committee’s goals for bringing specific competencies and attributes to the board;
- delegating all or part of the work of evaluating prospective nominees against to the Nominating Subcommittee, if needed;
- Recommend candidates to fill vacancies as a result of the resignation or removal of an officer or director.
- Ensure that the board’s composition aligns with current best practices for diversity and independence.
- Periodically review and update, as needed, the PEAK Grantmaking Board of Directors Manual, including a position description detailing responsibilities of and expectations for board members.
- Periodically review PEAK’s bylaws and recommend to the full board changes intended to improve governance.
- Advise president and CEO and senior leadership team on plans for board education, including new member orientation and board development goals.
- Periodically conduct a board self-assessment.
Structure
The Governance Committee is a standing committee of the PEAK Grantmaking Board. The Committee may form subcommittees to work on specific tasks, but all decisions or recommendations by subcommittees shall be presented to the full Committee before being put before the full board.
Composition
The Committee has a chair or two cochairs appointed by the Executive Committee for a two-year term. Committee members are appointed by the Governance Committee cochairs and must be board members. Members serve a three-year term, coinciding with their board term. The Committee does not have a set number of members required, however it is desirable to have between three and five members. Subcommittees assigned by the Governance Committee may include board and non-board members.
Meetings
The Committee will meet as necessary, at the discretion of the cochairs.
Staff Liaison
The president and CEO will serve as the staff liaison to this team to facilitate its work.