BOARD COMPOSITION AND SELECTION

Sample Governance Authority Matrix

Overview

The first order of business a subsidiary board should undertake is understanding how its authority has (or will) change within a multitiered governance structure. What are the delegated authorities from the system, and what authorities does the system retain? How have fiduciary duties changed?

This information should be presented in the form of an authority matrix that outlines key governance functions in such areas as mission, vision, and values, legal structure, strategy, budget and operations and governance effectiveness for the levels of governance and executive management (e.g., system, regional, local). The authority should be described in plain language and written so that the boards can understand how to operationalize exactly what they are charged with accomplishing.

If the organization does not automatically supply an authority matrix, boards should request one—ideally before the affiliation takes place.

Adapted from “How to Navigate Complex, Multitiered Governance,” by by Linda Summers, Erica M. Osborne and Karma H. Bass (Trustee Insights, Dec. 2022).

Download a PDF of the Sample Governance Authority Matrix