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A board committee charter is a guiding document that sets out a committee's mission, authority, responsibilities, composition, meeting requirements and how it reports back to the full board. Standing committees for boards should have a committee charter. The number of standing committees varies by size and type of corporation. Standing committees are responsible for debating issues in their area of expertise. Committees are an important part of board work because they devote extra time to research and provide in-depth perspectives on issues. Typically, standing committees make quarterly reports to the full board and recommend actions and decisions for the board.
A corporation's bylaws will list the types of standing committees the organization should have. A board committee charter addresses the committee's mission, authority, responsibilities, composition, frequency of meetings, requirements for minutes, and how they report their findings to the board.
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The components of a committee charter typically cover five distinct areas:
Board committee charters are considered best practices for good corporate governance. Committee charters help the board to meet its legal and regulatory commitments. In addition, committee charters serve as a reference for disputes between committee members and remind them of the legal framework in which they must operate. The wording in the charter orients new committee members to the committee's structure and its rules. The work that board committees perform acts as an extension of the board's important work, providing a comprehensive and effective process for meeting board goals and objectives.
Clear charters matter more as boards take on heavier oversight loads. In What Directors Think 2026 by Corporate Board Member and Diligent Institute, 58% of directors said they want more time for strategic planning and 42% want fewer presentations and more discussion at board meetings — a signal that well-scoped committees, each working from a charter that defines exactly what it owns, are one way to keep the full board focused on the decisions that need its attention rather than duplicating committee-level work.
It's not difficult to develop a board charter, but there are a few steps boards should take to ensure that committees can get to work as soon as possible and have all the information they need to fulfill their duties as committee members.
Several people should be consulted before writing a board committee charter. Key governance personnel, the board chair, the CEO and the company secretary will all have valuable input for the charter. They will also be valuable in the pre-approval process, as they will help to document existing board policies and practices, analyze documentation and prepare materials for discussion.
When everything is in order, the same people meet to discuss the draft charter. When all of the documents are in order and the board is in agreement, the board votes for final approval of the committee charter. It's also considered best practice for a committee of the board to review the charter annually.
See how a secure board platform keeps charters, policies and committee materials organized and version-controlled in one place.
It's helpful for boards to review samples of other board committee charters before writing their own. Here's a sample of a committee charter for a nominating and governance member.
Mission
The purpose of the nominating and governance committee is to recruit new board members and to plan for the succession of retiring board members. The committee will work toward composing a diverse board with the necessary skills to serve the organization.
This committee is responsible for developing a board orientation policy and process and for onboarding new board directors. This committee will facilitate board self-evaluations annually and individual director evaluations at least biannually.
Policies This committee will establish, review and update the board about policies impacted by governance changes. It will also oversee the adoption of appropriate governance policies and procedures.
Oversight of Implementation This committee is responsible for developing a board orientation policy and process and for onboarding new board directors. Members of the committee will make recommendations to the board regarding governance policies, practices and procedures.
Evaluate Performance This committee will facilitate board self-evaluations annually and individual director evaluations at least biannually.
Educate the Board This committee will educate the board about governance mandates, changes and discussions. It will execute other such duties as delegated by the board. The committee will make recommendations to individual members and to the full board for workshops and other educational opportunities to improve the board's performance.
Review of Charter This charter shall be reviewed and re-evaluated by the nominating and governance committee at least annually, and any proposed changes shall be submitted to the board for approval.
Membership/Structure/Quorum The committee shall consist of at least six but no more than eight members, including ex officio members. The committee chair shall be appointed by the board chair. At least three members of the committee must be board members. Committee members should have experience or an interest in governance expertise.
Staff Designee The board may appoint a staff member to the committee as necessary to improve the functioning of the board.
Meetings The nominating and governance committee will meet at least quarterly. A quorum of any meeting of the nominating and governance committee will consist of a majority of its voting members. Committee members may participate by teleconference.
Agenda, Minutes and Reports The chair will be responsible for establishing the agendas for meetings. An agenda, together with additional materials, will be sent to committee members at least 10 days in advance of the meeting. Minutes for all meetings shall be drafted by the committee chair and approved by committee members at the following meeting.
Board committees that are aware of the scope of governance issues and are active in applying their knowledge and expertise to their boards set the stage for a diverse and effective board. Charters, however, only work when they are easy to find, review and keep current — and that is where a governance platform earns its place. Governance software tools, such as a board portal, D&O questionnaires and board self-evaluations like those offered within the Diligent One Platform, help board committees perform their work within the security of a digital platform where they can store charters centrally, track annual charter reviews, run the self-evaluations a nominating and governance charter calls for, and keep committee minutes and agendas in one auditable record — so the charter stays a living governance document rather than a file someone has to go looking for.
A committee charter typically covers five areas: the committee's mission or charge, its powers and authority, its composition, its roles and responsibilities including meeting frequency and quorum, and its decision-making authority. Together these define why the committee exists, who serves on it, how it operates and what it is and isn't empowered to decide on the board's behalf.
A board committee charter is a guiding document that defines a committee's mission, authority, responsibilities, composition, meeting requirements and reporting obligations to the full board. It gives the committee a clear mandate, orients new members to how the committee operates and serves as a reference point if questions arise about the committee's scope or authority. Most organizations create a separate charter for each standing committee, such as audit, compensation and nominating and governance.
Drafting a board committee charter is usually a collaborative effort involving key governance personnel, the board chair, the CEO and the company secretary, who each contribute input and help document existing policies and practices. Once the draft is complete and the board is in agreement, the full board votes to give final approval. Best practice is for the committee to review its charter at least annually and submit any proposed changes to the board.
A committee charter should be reviewed at least annually. Regulations, board composition and organizational priorities shift over time, and an annual review keeps the charter aligned with current governance requirements and the committee's actual responsibilities. Any proposed changes should go back to the full board for approval so the charter remains an accurate, authoritative record of the committee's mandate.
As a general rule, board committees have little or no independent decision-making authority — they research issues, deliberate in their area of expertise and make recommendations to the full board, which retains final decision-making power. The main exception is the executive committee, which may hold limited authority to act on the board's behalf in specific situations defined in its charter.
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