1 January 2021 to 31 December 2021
(Overall charge, purpose, or focus of this committee in helping the PMI Board to do its job.)
Responsible for the effective functioning of the PMI Board of Directors and for maintaining the Board / President and CEO relationship.
(Products the committee is tasked to produce.)
Executive Committee Preparation, Board Planning and Functioning
- Review committee charter, including the roles and responsibilities section, at the first committee meeting.
- Review and maintain Executive Committee Meeting Calendar and Agenda Cycle.
- Review annual and Board meeting survey data to influence agenda development.
- Compile Board meeting agendas.
- Address or assign responsibilities for Board Director. This can be assigned to an existing Standing Committee, to a board Director, or to the Executive Committee as a whole.
- Address planning assumptions as input to subsequent year governance budget.
- Responsible and accountable for the spend and management of the governance budget.
- Manage the Board Program of Work and Master Calendar/Agenda Cycle.
- Review Rule of the Board 6.0.3 to ensure the expected candidate criteria are current and relevant. Present any recommendations for change to the Board for discussion and vote.
- Review and support Board discussion on areas of emphasis for Board Candidates provided to the Nominating Committee.
- Constitute and oversee Ad Hoc Working Groups when appropriate.
- Review and maintain the Level 1 Top Executive Succession Policy.
- Draft Executive Committee charter for the subsequent year.
- Review all Board Standing Committee and Board Support Committee charters for the subsequent year.
- Management authority over the Board Volunteer Appointment Committee (BVAC), in line with the Executive Committee's responsibility, to ensure "effective functioning" of the Board of Directors. This includes determining the candidate criteria utilized by BVAC to identify and evaluate Board-appointed candidates to the Project Management Institute Educational Foundation (PMIEF) by the end of January.
- Conduct transition meeting with the incoming Executive Committee.
- Update and maintain the Board Building Domain (including Board Development Program Guide and Advisor Program and Board Survey Policy)
- Identify Board Advisor assignments for the subsequent year.
- Ensure new Director on-boarding is planned and effective.
- Ensure a process to evaluate the performance and development of the Board after each meeting and for an annual self-assessment survey.
- Identify Board Standing Committee appointments for subsequent year.
- Review Board Support Committee appointments from BVAC for subsequent year (for Board approval).
- Identify Board Support Committee liaisons.
- Appoint a Director as Communication Liaison; per Rule 6.1 Board/Member Communication Process.
- Appoint a Director as Board Development Liaison.
- Appoint a Director as the Nominating Committee Liaison.
- Appoint Directors to special liaison roles required by the Board.
- Appoint members to Task Teams and Ad Hoc Working Groups.
President and CEO Relationship
- Provide regular dialogue between President and CEO, Executive Committee and Board regarding President and CEO position requirements, expectations, and performance.
- Perform responsibilities regarding CEO performance and compensation as set forth in Section 5.3 of the PMI President & CEO Performance Management & Compensation Policy.
- Review, negotiate and recommend President and CEO employment agreement to the Board.
- Other President and CEO relationship topics/matter as determined in the course of business.
Administrative and Reporting Requirements:
(Reports to PMI Board through whom, when, and how?)
- Uses standard agenda, note-taking and reporting templates posted on the Board Online Community.
- Written reports for review at July and December Executive Committee meetings. Subsequently, Executive Committee will distribute reports to the Board.
- Standing Committee Chairs report back to their respective committees after each Executive Committee Meeting.
- Final Executive Committee notes are posted to the PMI Board of Directors Portal.
Resources and Budget:
(In terms of budget, staff, etc.)
- As identified in the budget approved annually by the Board
- Executive and staff support to be designated by the President and CEO
- Conference bridge numbers provided to Executive Committee members
Committee Composition and Terms:
- PMI Board of Directors Chair is Executive Committee Chair (also acts as communication contact* to Nominating Committee)
- Compensation Committee Chair
- Audit Committee Chair (also acts as communication contact* to Board Volunteer Advisory Committee Chair and Ethics Review Committee Chair
- Strategy Oversight Committee (SOC) Chair (also acts as communication contact* to Certification Governance Council Chair, Project Management Institute Educational Foundation and Global Accreditation Center)
- PMI President and CEO (or interim)
- Appointed Corporate Secretary
- Executive Committee members are ex-officio and in place for a one year term
- Board of Directors on the Executive Committee will meet from time to time without the President & CEO and Corporate Secretary to cover topics to include CEO compensation, CEO performance review, and the CEO employment agreement.
*Communication contacts are appointed to answer questions or concerns from committee chairs and should make initial contact with chairs in January.
Requirements, Experience, and Skills:
- Must be a member of the PMI Board of Directors for the year of the charter
- Current or interim President and CEO
- Corporate Secretary
Committee Chair Roles and Responsibilities:
- Guides the committee in accomplishing the mission and objectives detailed in the charter and in accordance with established Institute policies. Keeps the committee focused.
- Ensures all committee members are fully oriented on the committee objectives, deliverables, and roles/responsibilities at the committee's first meeting.
- Ensures all committee members are aware of and adhere to the processes and timing established by the Board for placing items on the Board agenda for discussion and deliberation (i.e., follow the Board calendar); submit completed Board agenda topic forms; ensure that committees have consensus approval of items before presentation to the Board; ensure that Board agenda items are discussed and, as needed, a straw vote is taken in Board informal session; and ensure that motions are adjusted, as needed, before deliberation and voting in formal session.
- Works toward building a sense of trust, productivity, and camaraderie within the committee and in the boardroom.
- As outlined in the charter, develops a work plan in coordination with the Corporate Secretary that will allow the committee to discharge their responsibilities effectively and efficiently.
- Develops meeting agendas, in coordination with the Corporate Secretary, using the standard agenda topic form.
- In collaboration with the President and CEO can call 'special meetings of the full board' to address specific topics or to address unusual situations that the Chair and President and CEO feel warrants such a special meeting.
- Calls, at least once every three years, for a special meeting of the board to conduct a Strategic Retreat to ensure strategy is kept relevant. The next Strategic Retreat would be conducted in 2022 at the latest.
- Conducts meetings of the committee and directs the communication for committee matters.
- Works to ensure that meeting notes capture consensus agreement items and follow-up actions of the committee using the standard meeting notes template.
- Responsible and accountable for the board governance budget and the approval of expenditures against that budget.
- Assigns tasks among committee members, as necessary.
- Promotes consistent participation and timely connection to all teleconference meetings and addresses non-productivity within the committee.
- Works with Corporate Secretary to ensure committee work is carried out between meetings.
- Works with Corporate Secretary to develop final reports, proposals and supporting documentation for the Board and that the material presented to the Board accurately reflects the committee work and is submitted in a timely fashion.
- Provides updates on the committee's deliverables at Executive Committee meetings.
- Provides updates to respective committees after Executive Committee meetings.
- Represents the committee at Board meetings.
- Works toward building a sense of trust and productivity between committee members and other Board Standing Committees.
- Works with the Corporate Secretary to review the charter mid-year and offer recommendations to Executive Committee for updates to the following year's charter.
- Transitions the incoming Committee Chair into the role.
Corporate Secretary Roles and Responsibilities:
- Empowered to make decisions to support accomplishing the mission and objectives of the committee. Any direction of the committee that may violate Institute policy must be discussed with the Committee Chair and the President and CEO.
- Works in coordination with the Committee Chair to efficiently discharge the responsibilities of the committee.
- Coordinates all administrative duties and ensures that an online community exists for the team.
- Works in coordination with the Committee Chair to develop agendas, set meeting dates and locations, and communicate meeting requirements using the following criteria:
- Meeting dates and locations should be determined as far in advance as possible.
- Meeting request forms should be sent to the proper contact with all meeting requirements stated.
- Agendas should be developed using the standard agenda template and should include the meeting date, venue and meeting room on all agendas. The agenda should reflect what agenda items are tied to a stated deliverable in the charter.
- Handouts should be distributed to the team in advance of the meeting via the team's online community.
- Works in coordination with the Committee Chair to capture notes that reflect consensus agreements and follow-up actions using the standard format for meeting notes for Board Standing Committees.
- Works in coordination with the Committee Chair to ensure all reports, proposals, and supporting documentation are developed in a professional and timely manner.
- Works in coordination with appropriate staff to ensure that any financial, ethical, legal, and strategic implications associated with any option brought to the Board is identified and revealed during the preparatory stages and that these implications are reported on the Board agenda form.
- Ensures that an online community site is established and maintained and committee documents are appropriately archived.
- Coordinates and deploys any approved external communications.
Applicable Governing Documents:
(In addition to the below, identify sections from PMI's governance documents specifically related to roles and responsibilities of this committee.)
- PMI Code of Ethics and Professional Conduct
- Bylaws Article VI: PMI Board of Directors
- Bylaws Article IX: President and Chief Executive Officer
- Rule of the Board 6.4.6 (e), PMI Board Committee Principles
- Rule of the Board 6.5, Board Standing Committees and Task Teams
- Rule of the Board 9.0, PMI Board – President and Chief Executive Officer Relationship
- Rule of the Board 12.1, Board Member's Code of Conduct
- Strategic Plan, specifically the Value regarding Volunteerism: Volunteers and effective volunteer partnerships with staff are the best way to accomplish the Institute's goals and objectives
- Institute Policies:
- Top Executive Succession Policy
- Board Development Policy
- Conflict of Interest
- Contractor/Volunteer Electronic Systems and Communication
- Board Travel and Expense Policy
- Volunteer Records Management