A board of governors oversees the strategic direction of a company, hires and oversees the CEO, and has a duty to ensure that the company is being run in accordance with laws and regulations.  

Much like any other board of governors, OGC’s BOG is responsible for setting strategy, hiring and overseeing the CEO, and ensuring that OGC is running in accordance with laws and regulations. 

OGC is owned by a perpetual purpose trust, the Sustainable Food and Agriculture Perpetual Purpose Trust (SFAPPT). The Trust is overseen by the Trust Protector Committee, who appoints the Board of Governors. The SFAPPT has established a Nomination Committee, made up of individuals from the Trust Protector Committee, the Board of Governors, OGC management, and OGC coworkers.  

Annually, the Board of Governors assesses the skills and expertise of its members. Based on that assessment, the board identifies “gaps” in skill areas. Those gaps are forwarded to the Nominations Committee which then gears its recruitment process toward identifying individuals with those specific skills.

 The Nominations Committee identifies, interviews and recommends candidates to the Trust Protector Committee, which then approves or declines the appointment.  

The SFAPPT Nominations Committee seeks candidates far and wide through open announcements, their networks, and referrals.  

The Trust Protector Committee, which appoints the BOG, is elected by qualified stakeholders.  The best way to influence who sits on the BOG is to vote in the annual Trust Protector Committee election.  Another way would be to suggest a candidate to the SFAPPT Nominations Committee – they are always looking for qualified candidates. 

OGC is owned by a perpetual purpose trust, the Sustainable Food and Agriculture Perpetual Purpose Trust (SFAPPT). The Trust is overseen by the Trust Protector Committee, who appoints the Board of Governors.  

Each member of the BOG is required to disclose conflicts of interests upon joining the board and then each year thereafter. The disclosures help the entire board know where a conflict lies. If there is a conflict of interest on a specific topic, then the BOG asks that individual with the conflict to recuse themselves. 

The BOG is not involved in the day-to-day operational decisions that OGC management makes, like who to purchase from. The BOG sets strategy, oversees the CEO and ensures compliance with applicable laws and regulations. The CEO is ultimately responsible for all aspects of the management and operation of OGC, and the CEO delegates many of those decisions to OGC’s Mission Team.   

Yes, a coworker can be nominated or nominate themselves as a BOG candidate through our standard nominations process. Coworker BOG members must step back from any discussions or votes where they have a conflict of interest. This includes topics like pay and benefits, CEO performance and pay and participation in Culture, Compensation or People BOG Committees. 

How are coworker BOG members selected? 

A coworker BOG Member is selected using the same process and eligibility criteria as any other board member.  

Is a coworker BOG position paid? 

All BOG positions are paid according to the BOG compensation plan. A coworker serving on the BOG does receive the compensation associated with being a BOG member. Board service is considered a regular activity of a CEO, so they do not receive BOG compensation.  

What is the nominations process for a coworker? 

 If you would like to apply for an open Board position, discuss the time commitment, responsibilities and expectations with your leader then submit your application to the Nominations Committee.  

 If you would like to nominate a coworker for the BOG, first talk with that coworker to ensure they are open to the nomination. Then submit the nomination to the Nominations Committee. The nominated coworker is expected to discuss the position, time commitment, responsibilities and expectations with their leader. 

Yes, an OGC CEO can serve as a voting member of our BOG. 

Why should a CEO be on our BOG? 

Having the CEO at the table helps bridge management and governance, keeping communication strong, alignment clear and checks and balances in place. Plus, the CEO often knows the organization best — keeping them in the room means the BOG can collaborate directly with one of its best sources of insight. 

Are there any BOG duties a CEO cannot participate in as a BOG Member? 

A CEO BOG member must step back from any discussions or votes where they have a conflict of interest. This includes topics like their own performance or compensation. The BOG keeps ultimate oversite and authority to make sure there are no conflicts that could affect BOG independence. 

How does the BOG make sure there are no conflicts? 

The Board will continue to hold BOG-only time without the CEO to make sure it stays independent. The Culture, Compensation, and People (CCP) Committee will do independent evaluations of the CEO and report to the BOG during BOG-only time on CEO performance. And the BOG will review the CEO’s BOG status every year and has the right to revise CEO participation.