Abolish the old Executive Committee
Updated: Aug 4
Let me first qualify my statement: I am talking about getting rid of the Executive Committee; not the individual board executive positions. Those are relevant and required by law!
While each executive position is important, and meeting together is beneficial, we often give this group a mandate that violates good board governance practices.
Typically, an Executive Committee has the mandate to set the next board meeting's agenda. However, good governance dictates that the entire board be in on this process.
Another reason an Executive Committee meets is to decide how each agenda item will be handled. When they come to board meeting, the committee informs the board on what they have decided to do about each issue. Again, this is in contravention to best practices and leaves the rest of the directors feeling disengaged and irrelevant. The board, as a whole, should be involved in these discussions.
Give your committee a strong mandate
A stronger mandate for the executive to consider is within a Governance Committee structure.
A Governance Committee ensures that the board is indeed fulfilling its legal and fiduciary requirements. It develops and monitors each of the governance components for the board and brings recommendations to the board for amendments and approval.
For example, the board’s bylaws and policies must be reviewed on a regular basis. This committee could do some pre-work and bring any recommended changes to the board meeting. They could also help the board to develop and monitor an annual work plan, create committee terms of reference and gather data throughout the year for the CEO’s annual performance review.
I am a firm believer in giving our committees strong mandates. Instead of wondering what we should do in our committee meetings, the board can delegate specific tasks and goals to each committee. This helps to eliminate the guesswork and proactively sets committees up for success.