Model Charter for Sustainability Committee of the Board

In Brief: The purpose of a sustainability committee is to review significant policies and performance and provide guidance on matters relating to sustainability; oversee and monitor the company’s vision and values; advise the board and management on significant public issues that are pertinent to the company and its stakeholders; and assist management in setting strategy, establishing goals and integrating sustainability into strategic and tactical business activities across the company to create long-term shareholder value. 

How boards can use this resource:

• Review an example of duties and responsibilities assigned to a sustainability committee

• Understand the structure and operations of this committee

Most relevant audiences: Board members, ESG/CSR committee members, risk committee members, board chair and/or lead independent director

The focus on the board’s compensation committee has never been sharper. The components of compensation plans and the link between compensation and company performance are under intense scrutiny from shareholders, employees, policymakers, the media, and other stakeholders. The Report of the NACD Blue Ribbon Commission on the Compensation Committee revisits NACD’s 2003 Report of the NACD Blue Ribbon Commission on Executive Compensation to highlight the new environment in which compensation committees—and, more broadly, boards—are now operating. It recommends that the compensation committee and board work together to establish an executive compensation philosophy that supports the company in creating long-term, sustainable value.

The report includes ten specific recommendations for compensation committees to consider when evaluating their compensation philosophies. It also provides practical tools, such as sample compensation committee charters, a compensation committee assessment, and guidance on executive employment contracts.