Board Terms of Reference - Standard A17 Explained

Definition: Board Terms of Reference¹
A document approved by the board that specifies the stewardship responsibilities of the board of directors and their accountabilities to the organization’s members and stakeholders.

Why are terms of reference important? Board and committee terms of reference describe the purpose and operating structure of a nonprofit or charitable organization’s board of directors. By setting clear expectations, terms of reference guide behaviour and provide a framework for board decision-making. Terms of reference should be written in clear, concise language so that they are easy to understand and follow.² Board terms of reference should describe the purpose of the group and outline board members’ responsibilities.

The scope of responsibilities included in the board terms of reference (sometimes called ‘mandate’ or ‘job description’) usually includes:¹

• setting the strategic direction (approving strategies and goals),
• managing the most senior staff person,
• monitoring the organization’s performance (overseeing the conduct of the business of the organization),
• overseeing risk management,
• approving policies appropriate for the business of the organization, and,
• establishing procedures for good governance.

Committee terms of reference should include:¹

• The name of the committee
• The committee’s purpose
• Important duties and responsibilities
• The committee’s composition and roles
• Meeting details
• Resources, including financial resources and staff support
• Annual objectives
• Reporting details
• Process for review and evaluation of the committee
• Approval date and review date of the terms of reference

From "Accreditation Preparation Workbook Section A: Board Governance,"  Katharine Zywert, Social Prosperity Wood Buffalo at the University of Waterloo, 2013.

1. “Standards Program Definitions,” Imagine Canada, May 2011.
2. “Board Development: Committees,” Board Development Program, Voluntary Sector Services Branch, Alberta Culture and Community Spirit, 2009.

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