Proposal 2
• Establish the National Board Development Committee as a committee of the National Board
Q. What is the role of the NBDC?
While most committees address a single aspect of the board’s mandate, the NBDC focuses holistically on
the entire board. It functions as a center for self-reflection to build and enhance the board’s
effectiveness.
Q. What are the NBDC’s responsibilities and what value does it bring to the board?
The NBDC’s responsibilities are twofold. First, the NBDC performs the function of a traditional
nominating committee: identifying and recommending nominees to the National Board. Second, the
NBDC performs a broader function, of overseeing the National Board’s development and effectiveness.
The two functions are integrally related: by working closely with the National Board throughout its term
to assess its effectiveness, the NBDC is able to better identify areas of strength and opportunities for
future board composition.
A board development committee such as the NBDC acts as a performance catalyst to its board,
recommending practices that will improve the board’s effectiveness. Accordingly, a board development
committee’s activities include:
• considering and making recommendations to the board concerning its competencies, skills,
and structure;
• reviewing the aggregate skills and competencies of the board, and identifying and
recommending nominees to the board who will fill skill gaps and enhance those competencies;
• overseeing an orientation program for new members of the board and a continuing education
program for all members of the board; and
• establishing procedures to evaluate the performance of the board, its committees and each of
its members and overseeing the evaluation process helping ensure the board’s compliance with
all applicable regulations.
Rationale
As described above, the NBDC has broad responsibility for engaging and developing board
members, ensuring that the board is performing at an optimal level, and planning for leadership
succession. To best perform these functions, it is very helpful for all NBDC members to attend meetings
of the National Board. Attending these meetings best enables them to gain an understanding of the
nature of the work of the National Board, source appropriate candidates for nomination to the board,
and assess opportunities for development and involvement of board members. At the same time,
however, the work of the National Board requires discussion and deliberations regarding topics of
sensitive and legal nature in which non-board members should not be included. During these
deliberations non-board members are excused. It is not an appropriate use of NBDC members’ time and
talents to invite them to board meetings and then excuse them from full participation. The National
Board believes that these functions are best handled by board members who can fully engage and
attend all board meetings, as this participation gives them the closest eye to the needs of the board for
board development and succession planning. This shift is also in line with current governance trends.
