How to write a charter for a committee

The board is often a source of frustration and uncertainty for many organizational leaders. PwC’s recent research found 93% of U.S. executives would like to see at least one director replaced, and only 32% believe their boards possess the skills required to perform effectively.

This article explains how to write a charter for a committee, providing a detailed guide, a sample outline, and a free, editable committee charter template you can download.

Key takeaways

• A committee charter is a concise governance document outlining a committee’s purpose, authority, composition, and reporting structure.
• The charter brings clarity to decision-making, minimizes committee overlap, and ensures the board operates within its governance framework.
• Using a shared charter for a committee template helps maintain consistency in tone, structure, and expectations across all committees.
• Board management software helps keep every charter organized and up to date. It allows committees to draft, approve, store, and access the latest version in one secure portal.

What is a committee charter?

A charter committee is a formal document that defines the purpose, scope, and operating procedures of a board or organizational committee. It may also appear as a board committee charter or a corporate governance committee charter, but the principle remains the same.

The charter is a foundational element of your governance framework, alongside bylaws, the board charter, and other key policies.

In essence, the committee charter’s meaning is to answer four questions:

• What issues does the committee oversee?
• What decisions can it make or recommend?
• Who serves on the committee, and what roles do they hold?
• How does it report to the board?
• Pro tip: Read more on types of board committees before drafting.

Why every board needs a committee charter

A written charter for a committee provides several advantages:

• Stronger structure and focus
  It ensures directors understand which matters fall under each committee and which decisions must return to the full board for approval.
• More transparency
  It allows investors, donors, regulators, and stakeholders to see how sensitive matters, such as audit, risk, compensation, or fundraising, are governed.
• Better compliance and risk oversight
  Many governance codes and listing requirements mandate formal charters for audit and compensation committees. A current committee charter helps demonstrate that oversight is real and not only informal.
• Less overlap and fewer gaps
  As emerging issues like artificial intelligence, cybersecurity, and workforce strategy increasingly span traditional boundaries, clear mandates help boards decide where accountability lies.
• A basis for evaluation
  Board effectiveness surveys show persistent concerns about skills, refreshment, and performance. A written board committee charter provides a clear reference point when assessing whether each committee is meeting expectations.

If your organization uses Ideals Board, you can store every charter within its corresponding committee workspace and link it directly to meeting agendas—ensuring members always work from the most current approved version.

How to write a committee charter?

The following five steps apply to most standing committees—whether their focus is on audit, risk, governance, development, or technology. 

Step 1: Define the committee’s purpose and scope

Begin writing a charter for a committee with a concise statement of purpose and a clear outline of its oversight responsibilities.

• Articulate the mission statement in one or two sentences.
• Identify key areas of accountability.
• Describe how the committee supports the board in fulfilling its duties.

Example of this section:

“The purpose of the Governance Committee is to oversee board composition, director recruitment, onboarding, performance evaluation, and succession planning, and to recommend governance policies to the board.”

Step 2: Specify authority and responsibilities

Next, describe the committee’s authority and key responsibilities. 

• Distinguish between decision-making authority and advisory roles.
• List key recurring responsibilities.
• Note any delegated powers—such as budget approval limits or hiring authority for advisers.
• State which decisions the committee must send to the full board for approval.

Here’s how you can phrase this part for any committee type:

 “The Audit Committee has authority to appoint, compensate, and oversee the work of the external auditor, to review annual and interim financial statements, and to monitor internal controls over financial reporting. All recommendations regarding auditor appointments are submitted to the board for approval.” 

Step 3: Determine membership and roles

Outline who serves on the committee and in what capacity. This section is especially important for the compensation committee, where independence and objectivity are closely monitored under regulatory standards.

• Describe eligibility criteria.
• Specify the minimum and maximum number of members. 
• Define key roles such as chair, vice-chair, and management liaison.
• Clarify how members are appointed, reappointed, and removed.  

You can adapt and use this sample language in your draft:

 “The Committee shall consist of at least three directors, the majority of whom must be independent. The board appoints the Committee Chair annually. The CEO and CFO may attend meetings by invitation but are not voting members.”

Step 4: Outline meeting frequency and reporting

Define how often the committee meets, who sets the agenda, and how reports are delivered to the board.

• Set a minimum frequency for regular meetings.
• Describe who prepares the agenda and how materials are distributed.
• Confirm how minutes are recorded and stored.
• Clarify how and when the committee reports to the board.

Here’s how this section can look:

 “The Committee meets at least four times annually and as otherwise required. The Chair approves the agenda, and meeting materials are circulated at least five days in advance. The Committee reports on discussions, recommendations, and actions to the full board at its next scheduled meeting.”

• Pro tip: In Ideals Board, link your committee charter directly to meeting workspaces so that agendas, materials, and minutes remain fully aligned with the latest version.

Step 5: Establish review and amendment procedures

Include a clear process for reviewing and updating the charter. Regulators and governance advisors recommend that boards periodically review committee charters to ensure they remain aligned with evolving risk profiles and stakeholder expectations.

• Set a review frequency annually or every two years.
• Clarify who leads the review.
• Describe how board members can propose, approve, and record amendments.

A typical clause might read: 

 “The Committee reviews this Charter at least annually and recommends any changes to the Governance Committee. All amendments require approval by the board and take effect from the date of that approval.”

• Pro tip: To save time, start with a standard committee charter template and tailor it to each committee’s specific responsibilities rather than drafting from scratch.

Example committee charter outline

Below is an outline that you can apply to any committee charter, whether it is an audit, risk, governance, or executive committee.

Useful tips for writing an effective committee charter

These practices will help you draft an effective charter document.

• Use simple language. Avoid unnecessary jargon or dense legal phrasing. Aim for clear sentences that directors and executives can understand at a glance.
• Align with bylaws and key policies. Ensure that each committee charter is consistent with your bylaws, board charter, delegation of authority, and policy framework.
• Match the charter to real practice. A charter should clearly outline the committee’s responsibilities. If you plan to expand them, adjust the practice and the charter in parallel.
• Keep the format consistent across other committees. A standard structure makes it easier for directors, auditors, and regulators to navigate all charters and compare responsibilities.
• Review on a set schedule. Link charter reviews to your annual board evaluation, strategy review, or risk assessment cycle. This ensures mandates stay aligned with current priorities.
• Use board software for drafting and updates. With Ideals Board, you can schedule charter reviews, share proposed edits with the committee, and update the live document without losing the version history.

Common mistakes to avoid in the board committee charter 

Many boards run into the same pitfalls when drafting a committee charter. Here are the most common ones to watch out for and avoid.

Pitfall 1: Vague authority and blurred mandates

Many boards unintentionally give committees extensive mandates. When that happens, the purpose of a committee charter becomes difficult to apply in real decision-making.

• Instead of being too broad: “The committee oversees strategy and risk.”
• Better to be more specific: “The committee reviews quarterly risk reports, challenges key assumptions, and recommends risk appetite levels for board approval.”

The second version clearly outlines the responsibilities to members.

Pitfall 2: Overlap between committees

It is common to see the same topic appear in the charters of the executive, compensation, or nominating committee. 

It’s best to assign each recurring topic to a single primary owner and reference the corresponding committee by name in related charters, rather than duplicating responsibility.

Pitfall 3: Store charters in personal files

Many boards allow the “final” version to reside in someone’s inbox or on a personal drive. It feels convenient at first, but it becomes risky when people start using different versions of the same document.

• Pro tip: Store every committee charter in board software, control who can view or edit it, and link the latest version directly to each committee’s meetings and materials with Ideals Board.

Pitfall 4: Copying templates without tailoring

Boards often use a generic committee charter template and then fail to adjust it to their own needs. The result appears polished but does not align with the organization’s size, risk level, or regulatory context.

• For example, a development committee charter in a small nonprofit should focus on realistic fundraising levers instead of copying language from a listed company’s investor relations committee.

Pitfall 5: No link to skills and expertise

Charters sometimes describe complex responsibilities without acknowledging the expertise required to deliver them. As a result, it’s harder to see why the committee struggles.

When you think about how to create a committee charter, include concise, clear language about the experience or knowledge the committee requires.

Governance clarity starts with the right charter

Creating a charter for a committee is one of the most effective ways to establish structure and clarity within your board. It defines the committee’s boundaries, decision-making authority, and reporting obligations, ensuring alignment with the board’s governance objectives.

Use this guide as your reference for drafting, reviewing, and managing committee charters across your organization.

• Start by downloading the editable committee charter template and customizing it for your audit, governance, compensation, development, or technology committees.
• Then upload each approved board committee charter into Ideals Board to manage updates, approvals, and periodic reviews—all within one secure board portal.

If you want to see how this could work for your board, book a short Ideals Board demo and walk through your current structure with our team.