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Governance Committee

Constitution and Bylaws Mandate / Role

There shall be a Governance Committee of the Board of Directors chaired by the Immediate Past President. The Governance committee provides oversight responsibilities with respect to the Board’s effectiveness and performance.

Committee Responsibilities

1. Assist the board to enhance its performance.

  • Serve as a resource for the board in developing their full and common understanding of their roles and responsibilities as officers and directors.
  • Orienting new directors.
  • Encourage development of effective tools, strategies and styles for the Board’s discussions.

2. Lead the board in its review of its performance, including its relationship with the CEO.

  •  Develop a thoughtful process for the board’s self-analysis and evaluation of its own performance annually.
  • Develop a sound basis of common understanding of the appropriate relationship between the board and the CEO. From time to time it will review and advise on the effectiveness of that important relationship.
  • The governance committee will serve as a resource to officers, directors and the CEO by stimulating the examination and discussion of facts and analysis to complement anecdotal and other information acquired by individual directors from members of the community. In this way the Committee will assist the board to distinguish among systemic problems, chronic problems, and isolated problems and will focus the board's attention to both facts and perceptions.

3. Create and recommend to the full board for approval a slate of candidates for the Nominating Committee and membership of each Board Committee, including filling any vacancies which may occur in these positions during the year.

  • Periodically review the charters of the board committees, including its own charter and work with the members of the board committees to develop recommendations to the board for any charter adjustments deemed advisable.
  • Serve as a resource for the board when considering the establishment of new committees.

4. Oversight of compliance with SFPE’s Board of Directors' Code of Conduct.

5. Administration of the Society’s Conflicts of Interest Policy.

  • The committee shall review the annual conflicts of interest forms required from each board member, standing committee chair, and staff and shall consider any and all conflicts of interest that may arise under the Conflicts of Interest Policy.
  • The committee shall periodically review the Conflicts of Interest Policy and consider whether any modifications should be made to the policy to improve its effectiveness.

6. Review, revise and put forward for approval changes to the Constitution & Bylaws, Standing Rules and policies and procedures.

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