Board Committee Effectiveness Guide
A practical guide to designing and evaluating board committees, aligned with OECD governance principles.
Committee design
Each committee should have a clear mandate that maps to a governance need. Common committees include audit, risk, governance/nominating, and remuneration.
Terms of reference
Effective terms of reference set out:
- Composition, independence requirements and quorum
- Authority to access information, people and external advice
- Reporting obligations to the full board
- Frequency of meetings and evaluation
Effectiveness practices
- Hold executive sessions without management
- Periodically review the committee's own performance
- Ensure members have the requisite financial and risk literacy
- Maintain a forward workplan aligned to the board's annual cycle
Evaluation checklist
- Does the committee's mandate overlap with another?
- Are reports to the board decision-useful?
- Are members sufficiently independent and skilled?
- Is the committee receiving credible assurance?
A committee is effective when it improves the quality of board decisions — not when it adds administrative layers.