1. Purpose 

The Governance & Nominations Committee is a standing Board committee responsible for ensuring the composition, effectiveness, maturity, and long‑term sustainability of the Board of Directors, including its function as a working board. 

The Committee exists to safeguard public trust by ensuring that the Board is appropriately staffed, clearly structured, and capable of exercising its fiduciary, ethical, and strategic responsibilities in a complex, mission‑intensive operating environment. 

2. Authority and Standing 

The Committee is constituted pursuant to the authority of the Board of Directors and operates as a standing Board committee. 

The Committee is authorized to: 

• Lead Board recruitment, nomination, and succession planning 

• Assess Board capacity, skills, workload, and alignment with mission and operations 

• Steward role clarity between governance, oversight, and execution 

• Evaluate Board and committee effectiveness over time 

• Make recommendations to the full Board regarding governance design and Board composition 

The Committee does not exercise executive authority and does not manage day‑to‑day operations. 

3. Scope of Responsibility 

The Governance & Nominations Committee’s scope includes, but is not limited to: 

• Identification and recruitment of qualified Board candidates 

• Succession planning for Board officers and committee leadership 

• Ongoing assessment of Board workload, role distribution, and sustainability 

• Clarification and reinforcement of boundaries between governance and execution 

• Periodic review of Board structure, committee architecture, and governance practices 

• Stewardship of Board culture, maturity, and ethical conduct 

4. Committee Composition 

The Committee shall consist of the following roles: 

• Chair 

• Vice Chair 

• Group Comptroller / Treasurer 

• Secretary 

• Members (as appointed by the Board) 

All members are appointed by the Board of Directors in accordance with the Bylaws of Celestial Point Inc. 

5. Working‑Board Orientation 

The Governance & Nominations Committee explicitly supports the Board’s function as a working board. 

In this context, the Committee is responsible for: 

• Ensuring Board members are selected with awareness of both governance and execution demands 

• Monitoring cumulative workload and role stacking 

• Preventing governance fatigue, role confusion, or concentration of authority 

• Supporting sustainable participation across the full term of service 

6. Evaluation and Learning 

The Committee shall periodically evaluate: 

• Board effectiveness and functionality 

• Committee performance and alignment 

• Skills gaps and future governance needs 

Findings and recommendations shall be reported to the full Board for consideration and action. 

7. Escalation and Reporting 

Material concerns related to Board capacity, governance integrity, or role misalignment shall be escalated: 

• From the Committee to the full Board of Directors 

• In a timely manner, particularly where public trust or fiduciary responsibility may be affected 

8. Term of Service 

Members of the Governance & Nominations Committee serve five (5)‑year terms, consistent with Board service terms, unless otherwise authorized by the Board under exceptional circumstances. 

9. Review and Amendment 

This Charter may be amended only by resolution of the Board of Directors. The Committee shall periodically review this Charter and recommend updates as necessary to reflect changes in mission, scale, or governance complexity.