Board of Directors Committees
Executive Committee | Audit Committee | Finance Committee | Governance, Nominating and Human Resources Committee
Common Language for Committee Charters
Premable
This document details membership, meetings, authority, and key responsibilities of the committees of The Nature Conservancy’s Board of Directors. The details outlined below apply to each committee.
- Committee Membership
The Committee shall consist of five or more Members of the Board. The Chair of the Committee shall be appointed by the Board Chair from among the Committee Members. A Vice Chair of the Committee may be appointed by the Board Chair from among Committee Members. The Chair of the Committee is a member of the Executive Committee of the Board. The Committee Chair will convene and chair meetings of the Committee, set agendas for meetings, and determine the Committee’s information needs. In the absence of the Committee Chair at a duly convened meeting, the Committee shall select a temporary substitute from among its members. A staff liaison from The Nature Conservancy will participate in meetings at the invitation of the Chair and will assist the committee in gathering information, managing any follow-up actions, and in other ways assisting the committee in fulfilling its purpose.
- Committee Meetings
The Committee shall meet on a regularly-scheduled basis at least four times per year, or more frequently as circumstances dictate.
The Committee shall establish its own schedule and rules of procedure. Meetings of the Committee may be held by telephone. A majority of the members of the Committee shall constitute a quorum sufficient for the taking of any action by the Committee. In the event the number of Committee members available for the meeting does not constitute a quorum, a non-committee member from the Board of Directors will be asked to fill in, thus allowing for a quorum.
Within one month following a Committee meeting, copies of the Committee meeting agenda and minutes will be distributed to the full Board of Directors.
Board members are encouraged to observe committee meetings, other than their own, as their schedules permit, to facilitate enhanced interaction between committees and to broaden their understanding of the organization as a whole.
- Authority
In discharging its role, the Committee is empowered to inquire into any matter it considers appropriate to carry out its responsibilities, with access to all books, records, facilities and personnel of the Conservancy. The Committee has the power to retain outside counsel or other advisors to assist it in carrying out its activities.
- Key Responsibilites
The following responsibilities are set forth as a guide for fulfilling the Committee’s purposes, with the understanding that the Committee’s activities may diverge as appropriate given the circumstances. The Committee is authorized to carry out these activities and other actions reasonably related to the Committee’s purposes or assigned by the Board from time to time.
The Committee will:
- establish policy to provide guidance to staff on key program areas and to mitigate key areas of risk;
- conduct an annual self-evaluation of the performance of the Committee, including its effectiveness and compliance with this Charter;
- review and reassess the adequacy of this Charter annually, and recommend to the Board amendments as the Committee deems appropriate;
- report regularly to the Board on Committee findings and recommendations and any other matters the Committee deems appropriate of the Board requests, and maintain minutes or other records of the Committee meetings and activities; and
- The Committee may form, and delegate any of its responsibilities to, a subcommittee so long as such subcommittee is solely comprised of one or more members of the Committee.
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