BUILDING EFFECTIVE BOARD COMMITTEES Reference Guides for CGIAR Internationa Agricutura Research Centers and their Boards of Trustees No. 4.*
BUILDING EFFECTIVE BOARD COMMITTEES Reference Guides for CGIAR Internationa Agricutura Research Centers and their Boards of Trustees No. 4
Pubished by the Consutative Group on Internationa Agricutura Research CGIAR Secretariat I818 H Street, NW, Washington, DC 20433, United States of America Teephone: (-202) 473-8951 Fax: (-202) 473-8110 August 1997 This paper has been prepared by the CGIAR Secretariat and the Nationa Center for Nonprofit Boards (NCNB). The information contained herein reies heaviy on materia pubished, and copyrighted, by NCNB, 2000 L Street, NW Washington, DC 20036, USA. It is pubished here with the express permission of NCNB, for use by CGIAR centers and their boards of trustees, which may reproduce and distribute this information as needed. Use beyond the CGIAR system is restricted. Guides in this Series: 1. The Roe, Responsibiities, and Accountabiity of Center Boards of Trustees 2. The Roe of the Board Chair 3. Creating a We-Baanced Board 4. Buiding Effective Board Committees 5. Choosing a Director Genera: The Search and Seection Process 6. Evauating the Director Genera: The Assessment Process 7. Board Sef-Assessment
Tabe of Contents... Foreword..... 111 Committee Structures within CGIAR Boards... 1 The Nature and Roe of Board Committees...... Types of Committees... 2 Size and Composition of Committees... 2 Committee Leadership... 3 Reationships with Board and Staff.....3 Job Descriptions for Committee Chairs and Members.... The Committee Chair... 4 Committee Members... 4 The Executive Committee......5 Purpose......5 Tasks... 5 Meetings... 6 Membership..... 6 Board Reationship.....7 Staff Reationship.....7 Specia Chaenges and Responsibiities... 7 The Program Committee......8 Purpose....8 Tasks......8 Meetings... 9 Membership... 10 Board Reationship..... 10 Staff Reationship... 10
Specia Chaenges and Responsibiities..... 10 The Nominating Committee... 11 Purpose..... 11 Tasks... II Meetings....I2 Membership... 12 Board Reationship..... 13 Staff Reationship... 13 Specia Chaenges and Responsibiities......13 The Audit Committee..... 13 Purpose... 13 Tasks......I4 Meetings....15 Membership... 15 Board Reationship..... 15 Staff Reationship......16 Specia Chaenges and Responsibiities...16 AdHoc Committees..... 16 Purpose... 16 References and Suggested Resources.....16 ii
Foreword Each CGIAR center is an autonomous, internationa institution governed by an independent board of trustees. The effectiveness of the trustees in discharging their fiduciary responsibiities, and in setting and overseeing center poicies, is essentia to the continued success of individua centers and of the CGIAR system as a whoe. For over two decades the boards have benefited from the dedicated service of many individuas who have brought rich experience and insights to their task. In the recent past they have aso benefited from CGIAR guideines and papers on the roe of center boards, in particuar those prepared by Professors Lowe Hardin ( Report on the Roes, Reationships, and Responsibiities of Trustees of Internationa Agricutura Research Centers ) and John Dion ( Some Thoughts Toward Ensuring the Successfu Performance of Boards in the CGIAR System ). Over time, the context within which the centers function has become more compex and chaenging, as have the expectations of interna and externa stakehoders. In response, center boards have been seeking new and better ways to discharge their basic obigations to their center and the system. The idea of preparing a new set of reference guides on the roe and operations of CGIAR center boards, taking into account new principes and practices of institutiona governance, was advanced by the CGIAR Oversight Committee and the Committee of Board Chairs. The project was impemented by the Nationa Center for Nonprofit Boards (NCNB), ocated in Washington, DC, and the CGIAR Secretariat, by a team made up of Secuk ijzgediz (coordinator), Maureen Robinson, and Pammi Sachdeva. The seven guides in the series are based primariy on NCNB materias and CGIAR reports on center governance, and were reviewed by the Oversight Committee and the Committee of Board Chairs. In addition, the first guide, entited The Roe, Responsibiities, and Accountabiity of Cen-... 111
ter Boards of Trustees, was discussed and endorsed by the CGIAR at its 1996 Mid-Term Meeting in Jakarta, Indonesia. The CGIAR Secretariat is peased to make these reference guides avaiabe to the CGIAR centers and other interested institutions. They wi be updated when necessary. We wecome reactions on their usefuness, and invite suggestions for improvement. Aexander von der Osten CGIAR Executive Secretary iv
Buiding Effective Board Committees Committee Structures within CGIAR Boards The Nature and Roe of Board Committees Committees are a vauabe too to hep boards be more efficient, active, and knowedgeabe, and to distribute work eveny among members. Committee work engages a board members in reguar activities that: extend their responsibiities beyond participation in fu board meetings; channe their unique perspectives, experiences, and taents into areas usefu to the board and the center; strengthen members understanding of the center, its strengths, and chaenges; and reinforce members satisfaction in making tangibe and meaningfu contributions to the board s accompishments. By deveoping poicy options for the board and recommending actions for the board s consideration and approva, committees make a critica contribution to the board s deiberations and decisionmaking. However, committees do not suppant the responsibiities of the fu board. Every board member remains accountabe for the actions the board takes on committee recommendations. Individua members shoud make informed, carefuy considered judgments based not ony on committee recommendations, but aso on their own understanding of the issues and their determination of the center s needs. 1
Committees operate at the board eve, not the staff eve, and committees of the board-ike the board as a whoe-shoud take specia care not to be drawn into the center s day-to-day operations. Types of Committees Standing committees are permanent committees, estabished in the center s byaws, that reate to the ongoing governance of the center. Most CGIAR boards have at east four standing committees-executive, nominating, program, and audit committees. These are described in detai beow. Ad hat committees have imited charges and are created for specific purposes: for exampe, a search committee that manages the search process and recommends a candidate or short ist of candidates for Director Genera. Ad hoc committees are usuay instituted for a specified period and disbanded when the need for them no onger exists. It is usefu for each committee to have a specific statement of responsibiities, or charge, that spes out its job, its reationship to the fu board, and its roe in reation to staff. For standing committees this charge is often expressed in the byaws or constitution of the center. Ad hoc committees aso function more effectivey with cear, written statements of responsibiity, agreed to by the board before the committee is estabished. Committee charges shoud be periodicay reviewed by the board, and incuded in the Board Handbook. Size and Composition of Committees The proper size of a committee depends first on a common-sense assessment of how many peope are needed to do its work. If a committee is too arge, a sma group of its members may assume too much responsibiity, and others may fee underused and uninvoved. If a committee is too sma, there may be too few peope to get the job done. The Board Chair is an ex oj icio member of a committees. Ideay, every board member shoud serve on at east one standing committee. but preferaby no more than two. Assignments shoud be based on an evauation of a board member s experience, skis, interests, and avaiabiity. 2
Information geaned from new members as they join the board wi aow the board to consider members preferences and their areas of expertise when making committee assignments. In some centers new members serve first on the program committee to gain a rea understanding of the center s work and activities. Periodicay an outside viewpoint can add to the productivity of a committee. An exampe is the nominating committee, which can benefit from the incusion of nonboard members. Depending on a center s byaws or roes for procedure, committee members are often appointed by the Chair, in consutation with the nominating committee, the Director Genera, and the committee Chair. To give the Chair the fexibiity to make new assignments and to change committee Chairs when it seems advisabe, appointments to a committee shoud be for a one-year period, uness this is prohibited by the byaws. Committee Leadership Committee Chairs need to have a record of experience with and commitment to board service. Prior membership on the committee is hepfu but not essentia. Board Chairs who give committee eadership carefu thought and invest time in introducing the committee Chair to his or her responsibiities wi be rewarded with an effective committee structure. Reationships with Board and Staff The first obigation of a committee of the board is to provide adequate information to the fu board so that the board can review and discuss committee actions and recommendations thoroughy. Board members, in turn, must devote time and thought to studying committee recommendations. Both board and committees shoud remember that the board is not simpy a rubber stamp for committee recommendations. The board aways has the option to reject a committee proposa or refer a matter back to the committee for more work. Just as committees do not suppant the board, they do not take on day-to-day staff work. The Director Genera or an appropriate staff member is usuay assigned to support the work of each committee or act as 3
secretary; however it is important to assess the eve of staff support that is actuay required by each committee to avoid drawing staff members away from their primary responsibiities. The exceptions to this are the audit and nominating committees, where the Director Genera s roe is sharpy imited. Job Descriptions for Committee Chairs and Members The Committee Chair Sets the tone for committee work, ensures that members have the information and time they need to do their jobs, and oversees the ogistics of the committee s operation. As the committee s iaison to the board, he or she frequenty consuts with the Board Chair. Reports to the fu board on committee decisions, poicy recommendations, and other committee business. He or she works cosey with the Director Genera and other staff iaison to the committee. Assigns work to committee members, sets meeting agendas and runs meetings, and ensures distribution of minutes and reports to members. 0 Evauates periodicay the committee s accompishments in reation to its charge and pan of work and identifies areas of the committee s work that need improvement. Committee Members Commit to participate activey in the committee s work, incuding substantive participation in committee meetings and discussions. Vounteer for and wiingy accept assignments and compete them thoroughy and on time. Stay informed about committee matters, prepare we for meetings, and review and comment on minutes and reports. 4
Buid coegia working reationships with other committee members to contribute to consensus. Participate activey in the committee s annua evauation. The Executive Committee Purpose Every CGIAR center board must have an executive committee, which usuay has three major responsibiities:. to act as empowered by the board on behaf of the board as need arises between fu meetings of the board;. to hande, with the board s acquiescence, sensitive matters that are best kept within a smaer rather than a arger group; and. to act as a finance committee of the board. A business handed by the executive committee must be with the approva and subsequent ratification of the fu board. The board shoud never simpy rubber-stamp the recommendations of the executive committee. Tasks The executive committee meets reguary to review operationa, programmatic, and financia matters, incuding: urgent situations that cannot wait for the next fu board meeting; 0 specific questions referred to the committee by the board;. issues that need preiminary discussion and refinement before the board considers them; or Within the CGIAR system, the audit function is a separate board committee, not a subcommittee or responsibiity of any other committee. The audit committee is described ater in this guide. 5
b routine matters deegated to it by the fu board. In the context of CGIAR centers, the executive committee encompasses the roe of finance committee-monitoring income and expenditures on a reguar basis, recommending annua budget proposas to the board, and considering ong-range financia issues. Meetings The executive committee usuay meets immediatey before board meetings to review financia and other pressing matters for which recommendations to the board are necessary. It aso may meet between board meetings to hande urgent board business. For reasons of cost and time, executive committees frequenty use conference cas to conduct business. Membership Uness otherwise constrained by the center s byaws, the executive committee usuay incudes:. the Board Chair, who usuay serves as chair of the executive committee;. the Chairs of the program, audit, and nominating committees, who bring the perspectives of their committees to the deiberations of the executive committee and who hep to ensure effective communication among the board s committees; b the Board Vice Chair, who must be present on the executive committee so as to be informed in case he or she has to act as Chair; and b the Director Genera, who brings the perspective of the chief executive to the committee s deiberations. If the board is arge enough, the committee might aso incude another member of the board. The presence of a nonofficer member of the board can hep to aay any perception that the executive committee is an eite body that excudes the fu board from key board decisions. The board s Secretary usuay serves as the committee secretary. 6
Board Reationship The executive committee reports prompty (via minutes of its meetings) to the fu board and seeks ratification of its actions or recommendations at the next board meeting. Staff Reationship The Director Genera is a member of the executive committee. Other key staff may be invoved in the committee s work when their contributions are necessary or appropriate. To meet their ongoing responsibiity to monitor the center s financia situation, each member of the executive committee shoud receive at east quartery a statement summarizing the center s financia situation. This statement shoud be prepared by the center s chief financia officer in a comprehensibe format. These reports need not detai the minutiae of the center s financia operations, but must incude sufftcient information so that the committee may recognize trends and emerging probems. Again, a famiiar caveat. The executive committee, in its financia oversight roe, must take care not to stray into center management, athough it shoud be consuted about staff actions with major fisca impications. The committee s roe is to determine the appropriateness of such significant financia decisions within the poicies set forth by the board-not to micromanage. Specia Chaenges and Responsibiities The executive committee is the committee most fraught with the potentia for controversy. A frequent compaint is that this committee suppants the authority of the fu board and puts governance of the center in the hands of a few. Sometimes, as in the case of a arge board or one with difficuty bringing a of its members together more than once or twice a year, a strong executive committee can be an advantage, streamining the decisionmaking process. The keys to keeping the executive committee-board reationship smooth and functiona are candor and carity. Even a powerfu executive committee can be effective if it operates openy, with the fu knowedge 7
and approva of the board. The committee s roe shoud be ceary defined, and the fu board shoud have cear guideines as to what matters mustwithout exception-be reserved for fu board action. Purpose The Program Committee The program committee is the ink between board and staff on the center s programs and activities. Its areas of oversight incude: mandating suitabiity;. the reevance, quaity, and appropriateness of the center s research and training activities;. scientific inkages with other reevant institutions, incuding those of the CGIAR; a reations with partner countries; and 0 impact of the center s work. Tasks This committee recommends poicies reated to program matters to the fu board for approva, sets guideines for board invovement in program matters, and monitors impementation of the center s strategic pan with regard to programs. On behaf of staff, it recommends major program initiatives to the fu board for approva and reports reguary on the effectiveness of the center s programs. The program committee can do its work ony if it has adequate staff support and information. Ways in which to obtain this information incude to: participate in the center s Interna Program Review, recognizing that the Director Genera can best determine if the committee s presence in this process wi prevent the Review 8
from achieving its purpose of critica interpay among the scientific staff;. comment and foow-up on the center s Externa Program and Management Review (EPMR); 0 review documentation and presentations from research and training programs. These shoud be avaiabe to the committee on a timey basis. Efficiency wi be enhanced if the committee aocates particuar areas of research and training to members in accordance with their expertise and the committee s needs; 0 commission, review, and foow up externa reviews of research and research-reated programs; maintain informa contact with scientific staff. Whie such contacts can be fruitfu both for committee members and for staff, members shoud aways be cognizant of their board roe;. interact with the CGIAR s Technica Advisory Committee (TAC); and conduct visits to fied activities. Within the bounds of reasonabe cost, and over a period of years, the committee shoud endeavor to structure a program of visits to a the center s major fied activities. Such visits might be conducted before the annua meeting of the board or, if judged necessary, during the year. Not a members need make such trips. Some fied visits, for exampe, might best be made by the committee chair accompanied by the Board Chair and perhaps the Vice Chair. The program committee s reports to the board shoud be prepared by committee members. Athough reports may be reviewed by staff to correct factua errors, it woud be inappropriate for reports to be written by a member of the center staff. Meetings Current practice for program committees is to meet at east twice a year. Depending on the size and stage of deveopment of the center s pro- 9
grams, additiona meetings may be necessary, perhaps in conjunction with a fied visit away from headquarters. Membership Because they are deaing with the center s scientists and their work, program committee members shoud encompass an appropriate range of expertise. Its members shoud be of such stature as to have the professiona respect of the scientific staff. The program committee is often a good assignment for newer members of the board because of the insight the committee offers into the work of the center. Because of his or her roe as the center s chief executive officer, the Director Genera shoud not be a member of the program committee. Nevertheess, except for cosed committee sessions, the Director Genera shoud have a standing invitation to attend the committee s meetings. Board Reationship The program committee may interact with a number of other committees. The program committee reports to the board at east annuay. Staff Reationship The Director Genera and key program staff, when appropriate, work with the program committee, athough staff shoud not attend committee meetings without the approva of the committee s chair and the Director Genera. The Director Genera shoud faciitate the interaction between the committee and program eaders and their teams. Given the committee s responsibiities, it woud be inappropriate for the committee s annua report to be written by a member of the center s scientific staff. Specia Chaenges and Responsibiities Like other committees, the program committee must restrict its focus to the poicy and panning eves. Carity of board and staff roes is essentia. 10
The Nominating Committee Purpose The nominating committee is responsibe for ensuring that the board gives adequate attention to its composition and performance by: proposing criteria for and heping to identify potentia board members;. cutivating prospective members interest in the center; presenting proposed members to the board for approva; 0 orienting new members to their responsibiities;. invoving new members in the ife and work of the board; deveoping the sate of offtcers;. evauating the performance of individua board members prior to their renomination to the board: and panning for reguar board sef-assessments and ongoing board deveopment activities. Tasks The nominating committee deveops and brings to the board recommendations on: 0 the nomination of new at-arge members;. the reappointment of first-term at-arge and CGIAR nominee members; 0 the desirabe attributes of new CGIAR nominee members; and the nomination of Board Chair and Vice Chair. 11
To fufi these duties effectivey the nominating committee, assisted by the secretary of the board, maintains a documentation necessary to ensure effective board structure over time This incudes reguar review and updating of the chronoogica tabe of board membership showing expected vacancies over the next membership cyce and, more important, of the fie of curricuum vitae of potentia new members. The committee deveops written descriptions of board member responsibiities and creates a pan to identify and recruit prospective members. Once the process is under way, the committee activey cutivates new board members, screens and interviews candidates, and recommends candidates to the fu board for approva. The nominating committee is aso charged with board deveopment, incuding orienting new members, overseeing continuing board member education, and deveoping and impementing a reguar board sef-assessment program. A detaied description of the responsibiities of the nominating committee, aong with guideines for fufiing these responsibiities can be found in the pubication, Creating a We-Baanced Board. Meetings Committee members shoud confer reguary between annua meetings. Depending on a center s byaws, the committee wi need to formaize its ist of candidates and the sate of officers for approva by the fu board. The cutivation and recruitment of potentia board candidates may require an additiona time commitment beyond committee meetings. Membership Because its roe is crucia to the board s effectiveness, the nominating committee must be composed of experienced and respected members of the board. The Board Chair shoud choose the chair and members of the committee from among those with broad vision and wide contacts. The roe of the Director Genera with respect to the nominating committee is ambiguous. He or she can be an important resource to the committee, but must aso be carefu not to unduy infuence, or appear to 12
unduy infuence, the composition of the board. The objectivity the board requires to meet its fiduciary responsibiities can be strained if board members are too cosey aied with the Director Genera. For that reason the Director Genera shoud not be a member of the nominating committee or serve as its secretary. Board Reationship The nominating committee reports on its activities to the fu board. It shoud review the criteria for board membership and soicit suggestions from other board members. Staff Reationship The status of the Director Genera as a member of the nominating committee is discussed above. The Director Genera has a great dea to contribute to the process of board member seection, from identifying the type of board members the center needs, to cutivating candidates, to conducting new-member orientation. His or her reationship to the committee requires tact and common sense. Specia Chaenges and Responsibiities The nominating committee coud be considered the most infuentia board committee because its recommendations affect the success or faiure of the board and by extension the center. The eadership and composition of this important committee deserve the cose attention of the Board Chair and the Director Genera. Deveoping a strong, effective nominating committee is the first step in forming a stabe and effective board. Purpose The Audit Committee The audit committee has two major roes. First, it provides board oversight of the center s annua financia audit. Second, the committee is responsibe for seeing that the center s integrity is maintained by monitoring: 13
0 the adequacy of and compiance with interna financia contros and the truthfu reporting of financia resuts; and 0 the efficiency of operations and procedures and the monitoring of compiance with management poicies. Tasks The committee reviews the center s interim financia statements and annua accounts. The committee recommends for approva by the fu board an independent accounting firm to conduct the board s own audit, and serves as a iaison to the outside auditor. The committee meets with the auditors in advance to discuss the process the outside auditors wi empoy. A postaudit meeting aows committee members to review the financia statements, significant audit findings, and the independent auditor s suggestions on how to improve the center s interna contro structure. If the center has an interna audit department the committee may hod reguar meetings with the interna auditor to:. review and approve the interna audit charter, which defines the unit s purpose, responsibiity and reporting reationships;. review interna audit pans and budgets to ensure that they support the unit s objectives adequatey and cost-effectivey:. review the resuts of interna audits and reated recommendations for improvements to the interna contro structure; 0 request specia studies or investigations, such as an investigation of potentia fraud or other irreguarities or a review of compiance with aws and reguations of the host country; and. monitor the organizationa framework of the interna audit unit, incuding the appointment or remova of the interna auditor, and the adequacy of staff in terms of academic and professiona credentias and information technoogy experience. 14
Upon competing the review and evauation of externa and interna audit materias, the committee presents and expains these audits to the fu board. These reports are not prepared by or presented by the center s financia staff. When the audit reveas the need for improved financia management or reporting procedures, the audit committee monitors the impementation of the necessary changes. In addition, the audit committee often monitors adherence to the center s poicies on confict of interest and codes of conduct. Meetings Meetings of the audit committee shoud be hed immediatey before the board s annua meeting to review the audited financia statements for the preceding year. The frequency of meetings wi be determined by the scae and compexity of audits and reviews taking pace in the center between annua meetings. Membership Three, or at most four members shoud be sufficient for the audit committee to carry out its responsibiities. These members shoud bridge the management, financia, and scientific discipines, and shoud incude at east one expert in financia management and business administration. To assure objectivity the Director Genera shoud not be a member of the audit committee. Board Reationship The audit committee works cosey with the executive committee (in its function as finance committee). The difference in responsibiities between the audit and finance committees is cear. Auditing is concerned with monitoring compiance and contros, and uses information about past and present performance. In contrast, finance activities are forward ooking and focus on budgets, financia panning, and funding prospects. 15
Staff Reationship The Director Genera and the chief financia officer are the committee s iaisons for information. Specia Chaenges and Responsibiities As in other areas of board authority, there is a fine ine between monitoring the center s financia management sufficienty to fufi the board s fiduciary duties and intruding on the responsibiities of management. Because of the committee s responsibiity to oversee the center s fisca accountabiity, it may be wise for the Director Genera to consut the committee about the hiring or firing of senior financia offtcers, athough both personne actions are ceary within his or her authority to decide. Purpose Ad Hoc Committees These committees are created to meet specia needs of the board or the center and are retired when their work is compete. A prime exampe of an ad hoc committee that most centers wi need at one time or another is a search committee for a new Director Genera. Like standing committees, ad hoc committees need cear statements of purpose, we-defined ines of authority, a determination concerning staff membership or invovement, and a timetabe for competing their work. References Hirzy, Een C. 1992. Nonprofit Board Committees: How to Make Them Work. Washington, D.C.: Nationa Center for Nonprofit Boards. 16 PP. This pubication expains the purpose, functions, and operations of board committees. Aso contains information on committee meetings, seecting committee members, the roe of committee Chairs and members and their reationship to the staff, and the functions of common board committees. 16
Suggested Resources Andringa, Robert C. 1994. The Executive Committee: Making it Work for Your Organization. Washington, D.C.: Nationa Center for Nonprofit Boards. 20 pp. An overview of the executive committee s roe. Provides a ist of questions to determine whether the board shoud have an executive committee, guideines for estabishing the committee s authority eve, and an overview of key areas of responsibiity. Carver, John. 1990. Boards that Make a Dzj%rence. San Francisco: Jossey- Bass, Inc. 242 pp. The chapter Officers and Committees considers how the work of committees can be usefu to a board at minima cost to its unity. Expores aternatives to some traditiona views of board committee purposes and responsibiities. Dion, John L. 1987. Some Thoughts Toward Ensuring the Successfu Performance of Boards in the CGIAR System. CGIAR Secretariat, Washington, D.C. Focuses on the detais of board operation in the CGIAR and ways of overcoming the constraints that boards face in their work. It covers board responsibiities and accountabiity, membership, functions, committees, and officers. Hirzy, Een C. 1994. The Nominating Committee: Laying a Foundation for Your Organization s Future. Washington, D.C.: Nationa Center for Nonprofit Boards. 16 pp. A description of the nominating committee s responsibiities, with emphasis on ongoing cutivation and board deveopment activities, as we as strategies for evauating the committee s performance and effectiveness. Hoand, Thomas P. 1996. How to Buid a More ESfective Board. Washington, D.C.: Nationa Center for Nonprofit Boards. 32 pp. 17
Anayzes the characteristics of effective boards and suggests ways for every board to improve its performance. Expores methods of maximizing board meeting time and committee work, restructuring committees to focus on board goas, panning board retreats, and buiding group cohesion. Home, Cyri 0. 1989. Governing Boards: Their Nature and Nurture. San Francisco: Jossey-Bass Pubishers. 223 pp. A comprehensive text providing practica advice, principes, and procedures on more than forty major topics affecting nonprofit boards. Ingram, Richard T., and Associates. 1988. Making Trusteeship Work. Washington, D.C.: Association of Governing Boards of Universities and Coeges. 184 pp. A thorough description of nine board committees, their charge, membership and structure, responsibiities, and typica agenda. Johnson, Sandra. 1993. The Audit Committee: A Key to Financia Accountabiity for Nonpro$t Organizations. Washington, D.C.: Nationa Center for Nonprofit Boards. 16 pp. An overview of the audit committee s responsibiities. Provides guideines on how the committee might be chartered, who shoud serve on the committee, and how often it shoud meet. Lang, Andrew S. 1993. The Financia Responsibiities ofnonprofit Boards: An Overview of Financia Managementfor Board Members. Washington, D.C.: Nationa Center for Nonprofit Boards. 36 pp. Provides an overview of financia management and describes the work of key committees in ensuring the financia heath of nonprofit organizations. O Conne, Brian. 1993. The Board Member s Book. New York: The Foundation Center. 198 pp. A broad ook at the roe of nonprofit boards which incudes chapters on committees, pariamentary procedure, and the roes of board and staff. @ Printed on Recyced Paper 18