Governance template
Investment Committee Charter Template
A charter creates and governs the committee. The investment policy statement governs the assets and investment process. Draft them together so authority is complete, consistent, and no broader than the board intends.
Published by BoardReady IPS · Educational resource
Replace bracketed text only after confirming the organization’s governing documents, applicable law, and actual delegation.
What is the difference between a committee charter and an IPS?
The charter states why the committee exists, who serves, what authority the board delegates, how meetings and conflicts work, and what the committee reports. The IPS states the purposes, objectives, limits, and oversight process for covered assets. The board should approve documents that use the same role names and do not assign contradictory powers.
Adaptable working draft · not legal advice
Investment Committee Charter of [Organization]
1. Establishment and purpose
The [BOARD OR OTHER AUTHORIZED GOVERNING BODY] (“Governing Body”) establishes the Investment Committee (“Committee”) to assist with oversight of [IDENTIFY ASSETS, PLANS, OR FUNDS]. The Committee will perform the duties delegated in this charter and report to the Governing Body. The Governing Body retains all authority not expressly delegated.
The Committee’s purpose is to support disciplined governance, implementation, monitoring, and recommendations consistent with the organization’s mission, governing documents, gift instruments, applicable law, approved investment policy statement (“IPS”), spending or reserve policies, and written provider agreements.
2. Authority retained by the board
The Governing Body retains authority to [APPROVE AND AMEND THE IPS; APPROVE STRATEGIC ALLOCATION AND RANGES; APPROVE SPENDING OR RESERVE POLICY; APPOINT AND REMOVE COMMITTEE MEMBERS; APPROVE EXCEPTIONS; OR OTHER DECISIONS]. The Committee may recommend action on retained matters but may not bind the organization unless the Governing Body has expressly delegated that authority.
3. Delegated responsibilities
Within approved policies, budgets, contracts, and this charter, the Committee is authorized to [SELECT / MONITOR / TERMINATE DEFINED PROVIDERS], [REBALANCE OR DIRECT REBALANCING WITHIN RANGES], [APPROVE DEFINED VEHICLES OR MANAGERS], [REVIEW LIQUIDITY AND SPENDING], and [OTHER SPECIFIC DUTIES]. Each delegation is subject to [LIMITS, APPROVAL THRESHOLDS, REPORTING, AND ESCALATION].
The Committee may not amend or override a donor restriction, modify a Governing Body decision, approve expenditure outside expressly delegated authority, or otherwise exceed its authority. Ambiguous or contested restrictions and matters requiring counsel will be referred to [GOVERNING BODY / OFFICER / COUNSEL] through [PROCESS].
4. Membership and competence
The Committee will have [NUMBER OR RANGE] voting members appointed by [BODY] for [TERM]. Membership will include [REQUIRED OFFICERS OR DIRECTORS] and may include [NONBOARD MEMBERS, IF PERMITTED]. The [BODY] appoints the Chair and may appoint a Vice Chair. A majority of voting members constitutes a quorum unless applicable law or governing documents require otherwise.
The appointing body will consider the Committee’s collective understanding of the organization, mission, finance, investments, risk, governance, donor restrictions, and operations. New members receive the charter, IPS, spending and reserve policies, conflict policy, provider agreements, current portfolio and fee reports, recent minutes, and an orientation. Outside expertise supplements but does not erase assigned governance responsibilities.
5. Meetings, information, and minutes
The Committee will meet at least [CADENCE] and additionally when [TRIGGERS]. [ROLE] distributes an agenda and pre-read materials at least [NUMBER] days before ordinary meetings. Materials will identify decisions requested, relevant policy provisions, alternatives, conflicts, and supporting evidence.
The Committee will maintain minutes that record attendance, recusals, materials considered, decisions and votes, reasons where material, assignments, exceptions, and items referred to the Governing Body. [ROLE] retains records under [RECORDS POLICY]. Between-meeting action is permitted only through [PROCESS AUTHORIZED BY GOVERNING DOCUMENTS AND LAW].
6. Conflicts and conduct
Members and participants will comply with [CONFLICT-OF-INTEREST POLICY], disclose actual or potential conflicts promptly, and update disclosures at least [CADENCE]. The Chair or [ROLE] will determine the applicable recusal, information, voting, documentation, or other process. Minutes will record the disclosure and action without including unnecessary confidential information.
Members will protect confidential information, use organization-approved communication and record systems, and avoid directing providers or trades individually unless this charter or another written authority expressly permits it.
7. Provider oversight
The Committee will apply a documented process to select and monitor [ADVISERS, CONSULTANTS, OCIO, MANAGERS, AND CUSTODIANS]. Review will address scope and authority, personnel, process, performance appropriate to mandate, risk, operations, compliance, service, custody, cybersecurity as relevant, complete fees, conflicts, and continued fit with the IPS. Decisions and due diligence will be retained in [LOCATION].
8. Reporting and escalation
The Committee Chair or [ROLE] will report to the Governing Body [CADENCE] and after [MATERIAL TRIGGERS]. Reports will identify portfolio and policy status, liquidity, spending or withdrawals, material risks, fees and conflicts, provider changes, breaches and exceptions, decisions made under delegation, open items, and matters requiring Governing Body action.
A material actual or expected policy breach, liquidity concern, restriction issue, conflict, control failure, provider event, or action outside delegation will be reported to [ROLE / GOVERNING BODY] within [TIME] under [ESCALATION PROCESS].
9. Annual work and self-review
At least [ANNUALLY], the Committee will review the continued suitability of the IPS, its own charter, delegated authority, membership needs, meeting effectiveness, provider oversight, reports, fees, conflicts, liquidity, spending assumptions, and open exceptions. The Committee will recommend changes to the Governing Body and record when no change is needed.
10. Approval and version control
Approved by: [AUTHORIZED GOVERNING BODY]
Approval date: [DATE]
Effective date: [DATE]
Version: [VERSION]
Supersedes: [PRIOR VERSION / NONE]
Next scheduled review: [DATE]
Minutes or resolution: [REFERENCE]
Test the delegation before adoption
| Decision | Board | Committee | Staff / provider | Evidence and escalation |
|---|---|---|---|---|
| Approve IPS | [APPROVE] | [RECOMMEND] | [DRAFT / ADVISE] | [MINUTES / VERSION] |
| Strategic allocation | [ ] | [ ] | [ ] | [ ] |
| Manager selection | [ ] | [ ] | [ ] | [ ] |
| Rebalancing | [ ] | [ ] | [ ] | [ ] |
| Policy exception | [ ] | [ ] | [ ] | [ ] |
| Movement of cash | [ ] | [ ] | [ ] | [ ] |
If two bodies believe they own the same final decision—or no one owns evidence, execution, or escalation—revise the documents before approval.
Committee charter questions
What are the responsibilities of an investment committee?
Responsibilities commonly include recommending or administering the IPS within delegated authority, monitoring allocation and liquidity, overseeing providers, reviewing performance and fees, documenting compliance and exceptions, managing conflicts, and reporting to the board. The actual duties must come from the organization’s governing framework and explicit board delegation.
Can non-board members serve?
That depends on governing documents, applicable law, and the board’s design. If permitted, define voting status, terms, duties, confidentiality, conflicts, removal, and how outside members relate to directors’ authority. Use counsel for the organization’s structure and jurisdiction.
How often should the committee meet?
Use a cadence that matches spending, cash flows, delegation, complexity, and risk, with additional meetings or escalation for material events. A quarterly pattern is common in investment oversight, but this template does not prescribe it for every organization.
Does the charter replace the IPS?
No. The charter governs the committee; the IPS governs the covered assets and investment process. They should cross-reference and agree with each other.