June 2010                                                                                              Issue 3

BoardWorks International



Top Is the Purpose (and Accountability) of Your Committees Clear?

CommitteesRecently, it came to our notice that a client organisation had appointed each of its board members to chair one of a series of 'important' advisory committees. The other members of each of the committees who were from outside the organisation could mostly be described as users of the organisation's services. Upon further inquiry it became apparent that the primary purpose of each of the committees was to assist staff to connect effectively with important customer segments. The topics these advisory committees were dealing with were, therefore, primarily operational.
The problem of appointing board members to chair these operational committees was the considerable ambiguity it created for both the board and the chief executive. Which of the two 'owned' the committees, which was responsible for ensuring that the committees were effective; which should be listening to and taking notice of the advice received; which did they report to, and so on? 
As the inappropriate design and use of committees continues to be a problem for many organisations it is worthwhile briefly outlining some of the important principles involved.

  • Be crystal clear about the purpose of any committee. Create a written terms of reference and review on a regular basis (annually?) whether there is continuing value in each committee. There is no problem with any governing body creating committees - provided those committees are assisting the board to do governance work.

  • Committees of the board should not be set up to 'advise' staff (or more accurately 'instruct' staff for that is the effect) on how to do management work any more than staff should set up committees to advise the board how to do governance work. Such arrangements are not uncommon, however, and the outcome, more often than not, is confusion and frustration.  Staff are (or should be) quite capable of obtaining their own advice. Occasionally, this may also involve asking board members for an input.
  • The number of committees should be kept to a minimum. In part this is because of the risk of fragmenting the board's job making it difficult to ensure there is holistic, integrated, 'big picture' board leadership. Another reason is that both governance and staff time is valuable and scarce. Adding the servicing of committee meetings to that of board meetings consumes much staff (as well as board member) time. This highlights the myth of greater efficiency which is the basis on which board committees are often established.
  • Avoid 'mixed' committees. When both board members and staff are on the same committee it is easy to forget that each party is ultimately responsible for contributing something different to organisational performance. So, be clear. Is the committee formed for governance or operational purposes?  The risks are similar if the mix is of board members and outsiders. Having a board member on (or even chairing) an external advisory committee can undermine the committee's purpose. For example, the tendency of 'outsiders' to defer to 'insiders' (i.e. the board representative), could reduce the likelihood of the board getting access to useful, unbiased advice.
    In summary, all boards should think very carefully before forming any board committee. The purpose of board committees should be clear and explicitly stated. Under no circumstances should the board form a committee to help with staff work. That is the chief executive's responsibility. When it is desirable (or even necessary) to involve board members in staff work let that be at the discretion of the chief executive. Let it be clear that they are serving as volunteer advisers or staff and they are not wearing their governance 'hat'. Review annually whether a given committee is still serving its purpose. Don't hesitate to kill it off if its job is done or if circumstances have changed.


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BoardWorks International is a specialist governance effectiveness consultancy dedicated to assisting governing boards to provide effective strategic leadership to their enterprises and to fulfil their fiduciary and stewardship responsibilities to their stakeholders. It is also our aim to make 'board work' a satisfying and enjoyable experience for all who serve on or provide support to, governing boards.