| name | board-committee-charter |
| title | Board Committee Charter — Audit & Compensation |
| description | Drafts board committee charters for Audit and Compensation Committees tailored to public/private status, exchange listing (NYSE/NASDAQ), and governance requirements. Covers composition, independence, authority, meeting procedures, and reporting. Use when creating or updating audit committee charters, compensation committee charters, or corporate oversight committee formations. |
| author | CaseMark |
| author_url | https://github.com/CaseMark/skills/tree/main/skills/legal/board-committee-charter |
| license | Apache-2.0 |
| version | 0.1.0 |
| execution_mode | open |
| jurisdiction | us |
| practice | corporate |
| language | en |
Board Committee Charter — Audit & Compensation
Drafts Audit and Compensation Committee charters tailored to the company's regulatory posture, exchange listing, and governance needs.
Prerequisites
Gather before drafting:
- Company profile: public/private, exchange (NYSE/NASDAQ), state of incorporation, industry
- Governance docs: articles, bylaws, existing charters, board resolutions
- Context: ownership structure, international operations, pending transactions (IPO, M&A)
- Special circumstances: restatements, control deficiencies, regulatory investigations
Charter Sections
Draft a single document with these sections:
I. Preamble & Authority
- Board adoption statement per bylaws and applicable law
- Committees exercise delegated authority; fiduciary duty remains with full board
II. Purpose
| Committee | Core Purpose |
|---|
| Audit | Oversight of financial integrity, internal controls, audit functions, compliance, and financial/operational risk |
| Compensation | Align executive compensation with shareholder interests, strategic objectives, retention, and risk balance |
III. Composition
Audit Committee:
| Requirement | Standard |
|---|
| Size | Min 3 (4–5 for complex orgs) |
| Independence | All independent per listing standards + SEC Rule 10A-3 |
| Financial expert | At least 1 per SEC definition |
| Prohibited | No compensatory fees beyond director pay; no affiliate relationships |
Compensation Committee:
| Requirement | Standard |
|---|
| Independence | All independent per listing rules |
| SEC Rule 16b-3 | All qualify as non-employee directors |
| IRC §162(m) | Outside director status if preserving deductibility |
Appointment: nominated annually by Governance Committee or full board. Define term lengths. Chair sets agenda, liaises with board.
