Farm Credit Services of Western Arkansas
Board of Directors
Governance Committee Charter
Governance Committee
Purposes:
n To address issues of Board governance and Board's continuing efforts to
strengthen and renew itself.
n
To administer a process for maintaining and periodically reviewing
board policies.
n
To administer a planning process focused on achieving the mission
of the association and maintaining a viable, competitive institution.
n
To administer the process of CEO selection, compensation, and
evaluation.
Committee Structure:
Membership: The Governance
Committee shall be comprised of no less than three (3) and no more than (6)
members of the Board. The Chairman of the Board shall be a member as available.
Appointment: The Chairman of
the Board will appoint committee members. Changes in membership on the committee
will be reviewed by the board chairman as part of the annual re-organization for
the Board.
Leadership: Committee members
shall review committee leadership annually and determine who will serve as
chairman.
Quorum: A majority of members.
Meeting Schedule:
n
The Governance Committee will generally meet quarterly or at any
such time as determined necessary by the Chairman of the Committee.
n
Committee members will determine date and timing of the meetings
for the coming year during their annual reorganization meeting.
n
Meetings may be called to address issues assigned by the board or
its' chairman.
Kev Duties:
Make recommendations to the full
Board of Directors regarding the following:
* Manage the Board
annual self-evaluation/performance review process and the Board's fulfillment of
its responsibilities.
n
Oversee the Board election process:
o
Maintain election procedures
o
Bylaw changes
o
Consult with director candidates about director responsibilities
o
New board member orientation
n
Identify, attract and recommend appointed director candidates as
openings occur.
n
Evaluate Board processes and suggest improvements
o
Annually, review and recommend changes, as appropriate, to the
Board compensation and other benefits
o
Board meetings (dates, supportive material, overall process)
o
Board planning process and agenda
n
Annual shareholder meeting plans.
n
Annually review Board committee responsibilities and work plans.
n
Review corporate governance issues and any shareholder proposals
and make recommendations to the Board.
n
Review and discuss strategic direction of the association.
n
Recommend and review proposed policies to insure that those
policies are in furtherance of the vision and mission of the association,
provide clear direction to management, and comply with all requirements
regarding operations, provided, however, that any policy for which the subject
matter is more closely related to the oversight of another committee shall be
subject instead to the approval of that committee.
n
Oversee a periodic review of all association policies to ensure
that they remain relevant and are consistent with the mission of the
association.
n
Oversee the periodic review of the association code of ethics and
standard of conduct.
n
Consider topics for ongoing board training and recommend a board
training schedule to the full board.
Resources:
n
The Chief Executive Officer and other association management are
available as requested.
n
Association Corporate Counsel will provide information, analysis
and recommendations as needed and requested.
n
Outside legal counsel and consultants are available as requested.
Approved by Governance Committee:
January 16, 2008
