Nominations & Governance Committee
Membership:
The Board Nominations & Governance Committee consists of at least two (2) board members. No Director eligible for re-election may serve on this committee during that election cycle.
Mission Statement:
The Board Nominations & Governance Committee ensures effective Board leadership through managing the Board election process, fostering Board member engagement, development, and overseeing governance best practices in accordance with FIRMA’s bylaws and policies.
Functions:
Nominations and Elections:
- Solicit nominations via the FIRMA FORUM, membership email, personal outreach, and social media posts
- Review candidate eligibility in accordance with nominations program requirements
- Collect candidate background information and personal statements
- Conduct interviews with all candidates to assess qualifications, commitment, and alignment with FIRMA’s mission and values
- Coordinate interviews with full Board, as needed
- Prepare a slate of recommended candidates for Board approval
- Oversee the voting process, including ballots, deadlines, and certification of results
- Manage write-in candidates and tie-break run-off votes
Board Development, Engagement, and Assessment:
- Oversee Board member onboarding and orientation programs for newly elected Directors
- Monitor Board member engagement/participation/meeting attendance, and recommend actions to support or improve Board member effectiveness
- Coordinate with Risk and Executive Committees regarding Board succession planning to ensure continuity of leadership
- Facilitate annual Board self-attestation process
- Escalate concerns regarding Board member participation or performance to Executive Committee
Governance Oversight:
- Review and recommend updates to Board governance policies, bylaws, and committee charters
- Monitor Board composition for appropriate skills, expertise, and diversity
- Ensure compliance with organizational governance requirements and best practices
- Oversee the Board's adherence to its duties and responsibilities
Committee Meetings
The Committee meets virtually at least quarterly to address governance, engagement, and performance matters, and more frequently as needed to administer the nominations and election process.
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