
Board of Directors Committees
Executive Committee | Audit Committee | Finance Committee | Governance, Nominating and Human Resources Committee
Governance, Nominating and Human Resources Committee Charter
- Purposes
The Nominating and Governance Committee (the “Committee”) shall assist the Board in:
- Nominating: developing and overseeing the Conservancy’s policies and procedures regarding Board composition and recommendations of candidates for nomination by the Board; determining qualifications and characteristics needed by Board members; identifying, screening and reviewing individuals qualified to serve as Directors and Officers of the Board and recommending to the Board candidates for nomination and election to fill Board vacancies;
- Governance: developing and recommending to the Board and overseeing implementation of the Conservancy’s Corporate Governance Guidelines and Principles, reviewing on a regular basis the overall corporate governance of the Conservancy and recommending improvements when necessary;
- Compensation: overseeing the Conservancy's policies regarding compensation, conducting the performance review for the Chief Executive Officer, and setting compensation for the Chief Executive Officer;
- Organizational structure: providing guidance to management on issues related to organizational structure; and
- Evaluation: evaluating CEO and Board effectiveness.
- Key Responsibilities
To fulfill its purposes, the Committee shall:
- Recommend to the Board for approval, and oversee the process of selection and nomination of Directors of the Board;
- Address Human Resource issues, coordinate and oversee the annual performance evaluation of the Chief Executive Officer; oversee the succession process for the Chief Executive Officer of the Conservancy;
- Review annually with the Board the size and composition of the Board as a whole, including whether the Board reflects the appropriate balance of independence, sound judgment, business specialization, science expertise, technical skills, international representation, involvement of chapter trustees, geographic representation, diversity and other desired qualities;
- Coordinate and oversee the annual evaluation of the role and performance of the Board, its committees, and management in the governance of the Conservancy;
- Coordinate and oversee the orientation of new Board members;
- Coordinate and oversee the Conservancy's response to major governmental investigations;
- Consider governance issues related to state and country volunteer leadership. Define the relationship between the Board of Directors and the state and country volunteer leadership;
- Develop and recommend to the Board, oversee the implementation and effectiveness of, and recommend modifications as appropriate to, a set of Corporate Governance Guidelines & Principles;
- Consider corporate governance issues that arise from time to time, and develop appropriate recommendations for the Board regarding such matters; review and recommend to the Board for approval any changes in, if any, to the Directors;
- Ensure that all Board Committee charters are consistent and take responsibility for the update of and application of the Conservancy's by-laws; and
- Monitor and assess The Nature Conservancy's organizational structure for effectiveness and efficiency in carrying out the mission.
For More Information about The Nature Conservancy’s Board of Directors: