A committee comprised of some of the members of a board of directors. Under the 2002 Sarbanes-Oxley legislation, companies are required to have all of the members of the corporate governance committee be independent from the company. At a basic level, that means they can’t be board members who are employed by the company. Companies have a grace period until 2004 to make certain that all of their members are independent. A company that is controlled by another company is not subject to the full independence requirement. The corporate governance committee must have a charter that specifies the purpose, responsibilities, and evaluation procedures of the committee. This committee also may be incorporated with or under the nominating committee.