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AMERICAN CANCER SOCIETY, INC. (THE “SOCIETY”)

GOVERNANCE COMMITTEE CHARTER

I. Purpose of Committee

The Governance Committee (the “Committee") is established to ensure that the Society’s Board of Directors (the “Board”), as well as individual Board members, has the skills and competencies necessary to perform at the highest level.

II. Committee Membership

The Committee is chaired by a Board member appointed by the Chair of the Board. In addition to the chair, the Committee is composed of five to seven members. The Chair of the Board is an ex-officio member of the Committee. Committee membership is appointed by the Chair of the Board. Committee members serve one-year terms beginning January 1st and ending December 31st of that same year or until the new Committee is appointed by the Chair of the Board.

III. Committee Authority and Responsibilities

The Committee will:

    1. Develop and implement a Strategic Board Member Recruitment Process for identifying and developing future Board members;

    2. Develop and implement a comprehensive Board development plan, which includes methods and tools for orienting, training, educating and evaluating diverse, skilled and knowledgeable Board members;

    3. Develop and conduct new Board member orientation, Officer orientation, and a mentorship program;

    4. With input from the Board, annually develop a list of selection criteria and competencies needed on the Board for use by the Nominating Committee when developing the slate of nominees for Officers and Directors;

    5. Regularly review the Society’s Bylaws and recommend changes as needed to the Board;

    6. Ensure the Board has adequate information in order to monitor compliance with Board policies and procedures and recommend changes to such policies and procedures as needed to the Board;

    7. Regularly review the Society’s Board committee structure, including responsibilities and composition, and recommend changes as needed to the Board;

    8. At least every three years conduct a Board self-evaluation to measure the Board’s effectiveness and to identify areas for improvement and present the evaluation results and recommendations to the Board;

    9. Review Board meeting evaluation results to identify areas for improvement;

    10. Operate under a charter and review annually for adequacy and recommend any necessary changes for approval by the Board; and

    11. Accomplish additional tasks as charged by the Chair of the Board.

IV. Committee Meetings

The Committee will meet at least annually and as often as its chair or a majority of its members deems necessary or appropriate, either in person, telephonically or electronically, and at such times, places and manner as its chair and chair’s staff may determine. Deliverables, budget, and alternative meeting methods should be included in the decision making process. The chair and chair’s staff will develop an agenda in advance of each meeting and communicate meeting details to Committee members in a timely fashion.

As necessary, the Committee will meet in a joint session with other committees regarding items of concern to both committees.

V. Committee Reports

The Committee will produce a written report at the conclusion of each meeting, which will include an attendance record, a copy of the agenda and a full report of Committee discussions with documented recommendations and decisions. These reports will be completed no more than three weeks following the meeting and forwarded to the Committee membership and the Office of Strategic Governance for proper filing. All committee reports, to the extent not confidential, will be posted on the Society’s intranet in the Volunteer Committees Community so all Board members have access to the reports.

VI. Committee Evaluation

The Committee will conduct periodic performance evaluations to review the performance of the Committee in relation to the requirements of this Charter and such other matters as the Committee deems appropriate.