Witalis LLC

Purpose

The Strategy Committee gives the board a structured, ongoing mechanism for shaping and testing the organization’s strategic direction — reviewing the assumptions behind the current plan, evaluating major capital and partnership decisions against that direction, and keeping strategy on the board’s agenda between annual planning cycles.

Committee Membership

• Chaired by a board member appointed by the Board Chair.
• Members are drawn primarily from independent, outside directors, so the committee’s judgment is not shaped by attachment to any one initiative or business unit.
• The CEO, or the executive designated as the organization’s lead on strategy, attends regularly to present and discuss strategic recommendations, but is not a voting member.
• Additional executives (CFO, chief strategy or business development officer) attend as needed for specific agenda items.

Meetings

• Meets at least quarterly, with additional meetings as major decisions require.
• An agenda and supporting materials are circulated in advance so members can prepare rather than absorb new information in the room.

Primary Duties

• Review and recommend the organization’s overall strategic direction and the assumptions underlying it — market, regulatory, financial — for full board approval.
• Evaluate major capital investments, new service lines, and proposed partnerships or affiliations against the approved strategic direction, not solely on the individual business case presented.
• Monitor progress on the strategic plan between annual reviews, and identify what would trigger a reassessment of current assumptions.
• Review the organization’s process for developing and vetting strategic alternatives before they reach the board, so the committee has confidence real alternatives were considered.
• Recommend to the board any material change in strategic direction, and the reasoning behind it.

Reporting to the Board

The committee chair reports out at each regular board meeting, and provides the full board an annual summary of the strategic plan’s status, including any assumptions that have changed and any resulting recommendations.

Standard Duties for All Committees

• Develop and recommend to the board, for approval, a charter that supports the organization’s mission and values; review and refine the charter as needed.
• Review and reassess the adequacy of this charter at least annually and recommend any proposed changes to the board for approval.
• Identify issues requiring full board deliberation and develop materials to inform board discussion and decision-making.
• Maintain expertise on the committee sufficient to execute its purpose, duties, and functions.
• Carry out responsibilities delegated by the board.
• Periodically review its own performance against the requirements of this charter.
• Maintain agendas and minutes documenting meeting date and time, attendees, significant discussion items, and any actions taken.

Charter Review

At least annually.