Appendix 5: Sample Board Governance and Nominating Committee Responsibilities

Board governance and nominating committee, Ontario Hospital Association [1]

Board recruitment

  • Develop for approval by the board a description of the skills, experience and qualities including diversity of the directors;
  • Consider skills, experience, qualities and diversity of current directors to determine board needs;
  • Oversee board recruitment and nomination processes and recommend to the board candidates for election at the annual meeting.

Board education

  • Ensure a comprehensive orientation session is provided to all new board members;
  • Oversee board education sessions to ensure board receives periodic education on governance, industry issues and the organization’s operations;
  • Organize, with the input of the CEO and board chair, the board’s annual retreat.

Board chair

  • Ensure succession planning for the office of board chair – this would be a great opportunity to create a mentoring relationship that provides an opportunity for someone who might not have had the same kinds of opportunities or experiences previously;
  • Oversee and implement the board’s process for selecting a board chair and recommend an individual for election by the board as chair;
  • Make recommendations to the board for vice chairs and other board officers.

Board committees

  • Ensure periodic review and evaluation of committee performance and Terms of Reference and make recommendations to the board as required;
  • Recommend to the board, with the input of the chair, nominees for all board committees and committee chairs, ensuring that all candidates are being taken into consideration

There are many ways that people can contribute to committees and many reasons for people to take leadership roles. It does not always have to be the person with the most experience who takes on a leadership role. If this is the case on your board, you will likely miss out on other important experiences and perspectives.


  • Establish and implement a program to evaluate board performances including individual director performance, performance of the chair, board committees and committee chairs
    • It is important that multiple voices contribute to the design of the evaluation materials to ensure that they reflect multiple perspectives);
  • Consider the results of board evaluations in connection with renewal of the terms of existing directors;
  • Review and make recommendations to the board concerning:
    • Board composition
    • Board size
    • Board structures
    • Board policies and procedures
    • By-law amendments
    • Board attendance
    • Other
  • Such other matters as may be required by the board, from time to time.

  1. Corbett, Anne and James M. Mackay. Guide to Good Governance, Not-for-Profit and Charitable Organizations, Ontario Hospital Association, April 2009, pp. 157-158


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