The Board Formed a Governance Committee … What Now?

By Gerry Czarnecki

One of the most common standing board committees is the nominating and governance committee, yet its significance may be the least appreciated.

As a practical matter, it might be the most strategic of the committees and can have the most significant impact on the effective functioning of the board.

The key functions an effective nom/gov committee should embrace:

• Nominations. Assure that the membership fits the needs of the organization and can support and execute on the key responsibilities of the board. The committee must evaluate the skills and experience required to have an effective mix of capabilities, and then it should work to find the best possible candidates to nominate.

• Governance policies. The committee is responsible for the governance process, and, as such, it oversees the board discussions and decisions on the rules that will guide the board and the committees. It will work with the committees to determine the appropriate committee charters, which define the roles and responsibilities of the committees. It also will provide the board with recommendations for bylaw changes and board policies.

• Leadership and committee assignments. Although in some cases the board policies will empower the board chair to make these decisions, most nom/gov committees will be expected to make recommendations on committee chairs and possibly make nominations for other board leadership positions, including the board’s chair.

As is obvious, these responsibilities are core to the effective operation of the board process. When the board process is well defined along with the roles and responsibilities, the board is bound to be more effective.

On top of the list of contributions, however, is the role that this committee plays in assuring that the board is staffed with the best possible talent that can assure board success.

Gerry Czarnecki is founder and chairman of the nonprofit National Leadership Institute (, which helps boards of nonprofit organizations become strategic assets to the leadership team. His extensive background as a C-suite executive and CEO is coupled with current board leadership of corporate and nonprofit organizations. He is also chairman and CEO of the Deltennium Group. Contact him at 561.293.3726 or

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