Board Committee Charters

Overview

Define and review board committee charters (Audit, Risk, Compensation) with clear scope and responsibilities aligned to NYSE, NASDAQ, and LSE listing rules. Detects overlapping responsibilities and gaps in oversight; validates quorum and voting rules against local corporate law.

Getting Started

Add your source materials to the project workspace, then activate the Board Committee Charters skill. Create a committee matrix JSON (committees with name and responsibilities) and, if needed, a quorum config JSON. The agent will guide you through the workflow and run the validation tools.

Example Conversation

You: We’re NYSE-listed and need to tighten our Audit and Risk committee charters. Can you check that our responsibilities don’t overlap and there are no gaps?

Rakenne: I’ll need a list of each committee’s responsibilities. If you have existing charters, I can extract them; otherwise we can draft a committee matrix together. I’ll then run the scope audit tool to detect overlaps and gaps against listing rules.

You: Here are the three committees and their scope. [Pastes or uploads draft.]

Rakenne: I’ve created committee-matrix.json and run the governance scope audit. Findings: one overlap — “oversight of key risks” appears in both Audit and Risk. I recommend assigning it only to Risk and having Audit focus on financial-statement and internal-control risk. Two potential gaps: “internal audit” and “external auditor” aren’t explicitly listed for Audit; I’ve added them to the matrix. Should I run the audit again and then draft the charter language?

After you confirm, the agent can run the quorum checker against your jurisdiction (e.g. US or NYSE) to ensure minimum members and majority rules comply.

Output Excerpt

The scope audit report looks like this (excerpt):

======================================================================
Governance Scope Audit — Committee Responsibility Report
Organization: Acme Corp
Exchange: NYSE
Committees: Audit Committee, Risk Committee, Compensation Committee
======================================================================

--- Overlaps (high similarity) ---
  [ERROR] Overlapping responsibility: "Oversight of key risks" (Audit Committee) vs "Oversight of key enterprise risks" (Risk Committee). May cause duplicated effort or gaps in ownership.

--- Overlaps / Gaps (review) ---
  [WARNING] No committee explicitly covers "internal audit". Ensure the Audit committee charter addresses this to meet listing rules.

======================================================================
RESULT: 1 overlap(s) and/or gap(s) that could lead to gaps in oversight — clarify scope between committees.
======================================================================

The quorum checker report confirms that minimum members and majority rules meet the reference requirements for the chosen jurisdiction (US, NYSE, NASDAQ, GB, LSE, DE), or flags issues with a citation to the listing rule or corporate law.

Validation Tools

The skill includes two extension tools used during the workflow:

• governance_scope_audit — Reads a committee matrix JSON (committees with name and responsibilities[]). Detects overlaps: same or very similar responsibility text in more than one committee (ERROR for high similarity, WARNING for partial), which can cause duplicated effort or unclear ownership. Detects gaps: required oversight areas from NYSE/NASDAQ/LSE (e.g. financial statements, internal controls, external auditor, risk appetite, executive compensation) that no committee explicitly covers; severity depends on committee type (Audit, Risk, Compensation). Output is a text report with ERROR/WARNING/INFO and a result line.

• quorum_requirement_checker — Reads a quorum config JSON with jurisdiction (US, NYSE, NASDAQ, GB, LSE, DE) and optional quorum (e.g. minimum_members, minimum_percentage) and voting. Validates that minimum members meets the reference for that jurisdiction (e.g. 3 for US/NYSE/NASDAQ audit committees) and that quorum percentage is at least majority where applicable. Returns a compliance report and cites the relevant listing rule or corporate law; no change to your files.