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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 (nationalleadershipinstitute.org), 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 gmc@deltennium.com.

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Drew Limsky

Drew Limsky

Editor-in-Chief

BIOGRAPHY

Drew Limsky joined Lifestyle Media Group in August 2020 as Editor-in-Chief of South Florida Business & Wealth. His first issue of SFBW, October 2020, heralded a reimagined structure, with new content categories and a slew of fresh visual themes. “As sort of a cross between Forbes and Robb Report, with a dash of GQ and Vogue,” Limsky says, “SFBW reflects South Florida’s increasingly sophisticated and dynamic business and cultural landscape.”

Limsky, an avid traveler, swimmer and film buff who holds a law degree and Ph.D. from New York University, likes to say, “I’m a doctor, but I can’t operate—except on your brand.” He wrote his dissertation on the nonfiction work of Joan Didion. Prior to that, Limsky received his B.A. in English, summa cum laude, from Emory University and earned his M.A. in literature at American University in connection with a Masters Scholar Award fellowship.

Limsky came to SFBW at the apex of a storied career in journalism and publishing that includes six previous lead editorial roles, including for some of the world’s best-known brands. He served as global editor-in-chief of Lexus magazine, founding editor-in-chief of custom lifestyle magazines for Cadillac and Holland America Line, and was the founding editor-in-chief of Modern Luxury Interiors South Florida. He also was the executive editor for B2B magazines for Acura and Honda Financial Services, and he served as travel editor for Conde Nast. Magazines under Limsky’s editorship have garnered more than 75 industry awards.

He has also written for many of the country’s top newspapers and magazines, including The New York Times, Washington Post, Los Angeles Times, Miami Herald, Boston Globe, USA Today, Worth, Robb Report, Afar, Time Out New York, National Geographic Traveler, Men’s Journal, Ritz-Carlton, Elite Traveler, Florida Design, Metropolis and Architectural Digest Mexico. His other clients have included Four Seasons, Acqualina Resort & Residences, Yahoo!, American Airlines, Wynn, Douglas Elliman and Corcoran. As an adjunct assistant professor, Limsky has taught journalism, film and creative writing at the City University of New York, Pace University, American University and other colleges.