The Handbook of Board Governance, 3rd Edition

53Model Committee Chair Position Description

Richard W. Leblanc, FCMC, CMC-AF, BSc, MBA, LLB, JD, LLM, PhD

Professor of Governance, Law & Ethics, York University, and Independent Governance Advisor

Table of Contents

• Introduction
• Committee Governance Leadership
• Management
• Ethical Business Conduct
• Meetings
• Committee Reporting to the Board
• Committee Development and Effectiveness
• Independent Advisors
• Position Description Amendment and Review
• About the Author

Introduction

Each Chair of each Committee of the Board of Directors (Committee Chair) of the Organization provides independent and effective leadership to the respective Committee of the Board (Board Committee) in the governance of the Organization.

The Committee Chair sets the “tone” for the Committee and its Members to foster ethical and responsible review and recommendation making, appropriate oversight of Management, and best-in-class organizational governance practices.

Each Committee Chair shall:

Committee Governance Leadership

1. Serve as the leader of Committee governance activity; oversee all aspects of Committee direction and administration; and take all reasonable steps to ensure that the Committee works as a cohesive team and builds a healthy governance culture.
2. Report regularly to the Board of Directors (Board) in writing on issues relevant to the Committee’s role and responsibilities, and recommendations for review and approval by the Board.
3. Provide coaching and development to any individual Committee Member(s) ...