Good Governance Guides

Good Governance Guide: No 1.2

Category: Structure
Subject: Committees of the Board
Source: Chartered Secretaries Canada

Boards typically have clusters of Committees which may range from Governance Committees, Policy Committees, Ad Hoc Committees etc. This guide merely attempts to identify some of the Governance Committees that one may typically see in the business world today. These include:

• Audit Committee;
• Executive Committee;
• Governance Committee;
• Human Resources Committee;
• Pension Committee;
• Compensation Committee;
• Risk Committee; and
• Nominating Committee.

Each of the Governance Committees must have a specific mandate that might include, by way of example, the following:

• Committee composition;
• Authority to whom the Committee reports
• Appointment of Committee members and term of appointment;
• Chair and Secretary for the Committee
• General and specific responsibilities;
• Quorum;
• Notice for meetings;
• Frequency of meetings; and
• Frequency of mandate review.