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<< Back: Governance of The Nature Conservancy
Board of Directors Statement
Adoption of Recommendations from Governance Advisory Panel
February 2004
At its meeting on January 30, 2004, The Nature Conservancy's Board of Directors adopted a number of governance changes recommended by a board-chartered panel of independent, outside experts. The changes, including a complete restructuring of the board, were designed to enhance organizational governance and ensure the board is optimally structured to set strategy, review policies and procedures and exercise necessary oversight.
The panel that produced the recommendations, the Governance Advisory Panel (GAP), was chartered by the board in June of 2003, and is led by respected governance expert Ira M. Millstein. This independent group of preeminent governance and non-profit sector experts was empanelled to assist the board in setting and maintaining a standard of best practice for non-profit governance.
The panel's governance recommendations were enthusiastically embraced and adopted without dissention by a vote of the full board at its January meeting.
Two overriding themes underlay the panel's recommendations:
- the need for the board to assume a more active oversight role, and;
- the need to do a better job of defining and managing the Conservancy's important relationship with its state chapters and each chapter's volunteer board of trustees.
To accomplish these goals, the panel recommended restructuring the Board of Directors, creating an executive committee, which will meet frequently (at least four times a year and as needed), and revitalizing the board's committees, which will be directly engaged in oversight and strategy. Additional detail on the new board structure follows this statement.
It is clear that one of the strengths of the Conservancy is its very decentralized structure with programs in all fifty of the United States and in 27 countries. At the same time, the Conservancy, like all nonprofit organizations, has a responsibility to have all necessary controls and procedures in place to guarantee that it operates at the highest standards.
It is this balance — between centralized oversight and decentralized actions—that must be achieved to protect the Conservancy's excellent reputation, which is so essential to the organization's continued effectiveness in conserving the world's last great places.
A final report from the Governance Advisory Panel (PDF, 216 KB, new window) is expect to be delivered to the board this spring.
New Board of Directors Structure
Based on recommendations from the Board of Directors-chartered Governance Advisory Panel, The Nature Conservancy's board formally approved at its January 30 meeting a new structure designed to ensure it is optimally structured to set strategy, review policies and procedures and exercise necessary oversight. Details of the new board structure follow:
Executive Committee
While the Board of Directors will continue to meet at least three times each year, it will delegate ongoing oversight to the Executive Committee (EC). The EC will be comprised of the chairmen of the six committees (described below) and the chairman, vice chairmen and secretary of the Board of Directors and the CEO. The EC will meet at least four times each year and on an as-needed basis.
The EC will be responsible for providing oversight and guidance as new policies and procedures are put in place and as the Senate inquiry and IRS audit proceeds.
Each new committee chairman is committed to immediately working with his/her respective committee to draft a charter and to define, develop and implement appropriate oversight roles. The EC will coordinate the work of the new committees.
Board of Directors' Committees
Each Board of Directors member has agreed to serve on only one committee. The committees are currently drafting charters, which will outline the purpose of each committee, its responsibilities and goals, and how it will function to fulfill its mandate to provide oversight and manage risk.
In addition, the committees will be responsible for providing the necessary linkages with staff to ensure that information is shared and that new polices and procedures are implemented. The board anticipates that during the year ahead, the work of each committee will be quite intensive. There is a strong, board-wide commitment to meeting as often as necessary - including by frequent teleconferences.
Following are the six new Board of Directors' (BOD) committees and each committee's responsibilities.
Strategy Committee
Responsibilities:
- Mission, strategy, values
- Strategic and annual planning
- Science
- Measures and Results
- Public Policy and Government Relations
Governance Committee
Responsibilities:
- Nominating
- Orientation
- Board Self Assessment
- Volunteer Leadership
- Role of state/country volunteer leaders
- Relationship of trustees and BOG in governance
- Engagement of state/country volunteers to maximize influence and reach
- Standards, Best Practices, and BOG Guideline
- CEO evaluation and succession
- Compensation
Conservation Project Review Committee
Responsibilities:
- Strategic fit/conservation, return-on-investment
- Risk assessment and management (financial, reputation, legal and ethical)
- Conservation Easements - valuation, monitoring, amendments, enforcement, conservation value
- Scientific rationale
Audit Committee
Responsibilities:
- Normal audit functions (retain and work with outside auditors; internal audit function)
- Compliance (ensuring procedures support policies and follow-up on compliance with procedures)
- Legal (address broad legal issues that have ramifications across The Nature Conservancy)
- Ethics (compliance with organization's values and code of conduct, including whistleblower issues)
- Compliance with lobbying regulations
- Conflicts of interest
Finance Committee
Responsibilities:
- Investment policy and oversight
- Budgeting
- Long-term financial planning
- Financial status
- Performance benchmarks
Marketing and Philanthropy Committee
Responsibilities:
- Fundraising Strategy and Results
- Membership
- Annual Funding
- Capital Funding
- Fundraising Efficiency
- Communications
- Marketing
- Public Relations
Additional Information
- Advisory Panel Charter
- Panel Member Biographies
- Press Release (9/29/03)
- Board of Directors Statement (9/19/03)
- Actions Taken by Board of Directors (6/13/03)
