Some random thoughts for you to remember – and explain to your boss and board:
1. Board committees help the board do corporate governance. These committees report to the board and the board directs and controls these committees.
2. Good committees don’t waste board time by making reports. Send reports to board members and they can read the reports.
3. Good committees don’t just make recommendations to the board. Sometimes committees refuse to make a recommendation. Instead, the committee explores options and engages the board in conversation. And the board decides.
4. Mostly, committees should engage the board in strategic conversation. That means the committee has to provide background information and set the context.
5. At the end of each committee meeting, the committee should explore the following:
— Does the board need to make a decision based on something we, the committee, have explored? If yes, will the committee recommend a decision to the board and seek board reaction to the recommendation? Or, should the board have a strategic conversation – facilitated by committee information – and the board should then decide?
— Do we the committee need to help build board understanding and ownership, but no action is necessary at this time?
— Do we the committee need to inform / expose the board to something now? And at some point in the future, the board might make a decision about something?