Board Committees

Another great week at Saint Mary’s University teaching in the Masters Program in Philanthropy and Development.

In one class, we were talking about executive committees. None of us seemed to to like them much. Thanks, as always, to my student colleagues there at the P&D Program. You always make me think!

Possibility | probability? The degree to which a board feels the need for an active executive committee may correlate to the degree of board participation in management. (And remember, boards are not supposed to participate in management!)

Another possibility | probability? The degree to which a board feels the need for an active executive committee may correlate to the degree of the board’s dysfunction. (And the executive committee is an attempt to fix the board’s dysfunction.)

Thanks to John, Cohort 18, for the first possibility / probability. It’s brilliant! And thanks to a RI Governance Committee chair for the second possibility / probability.

P.S. Read my earlier, lengthier blog about destroying all executive committees.

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Have you signed on to destroy all executive committees? More and more people keep contacting me with a great big “Yes, I’m with you, Simone!”

I received an email from an executive director who shared this blog with her board in January. She says: “I fear it won’t be long before services will be scheduled for our soon-to-be-passing Executive Committee. Though she’ll be remembered with fondness, I can almost smell a Board of Directors that gives a crap again.”

Imagine, revitalizing your board. Maybe your Executive Committee prohibits that.

So here’s the story: I have several worldwide missions. These missions define my life’s work. At every opportunity, I speak out and challenge people to talk about these issues. Things like philanthropy and equity…

And destroying all executive committees.

“Amen, sister!” said an executive director. She forwarded the link to her board chair and looks forward to the conversation. Another executive director practically jumped up and down with joy. Said he was gonna share this with his board chair and make change now!

A few days later, a really committed board member called me. His organization is thinking about establishing an executive committee. As we talked, he had a brilliant insight: “Our idea of establishing an executive committee is a response to deficiencies in the board.”

Wow. Talk about questioning the status quo. Talk about self-awareness. Has your organization asked itself “why?” Why do you want an executive committee? How will an executive committee add value?

Or are you just following what others have done – and those others didn’t ask themselves why? Are you compensating for a weakness instead of fixing the actual weakness? Do you just like the idea of a small, select group that kinda takes care of things and . . . And what?

So: back to my worldwide mission to destroy all executive committees.

Here’s my perspective, which is gaining lots of traction whenever I share these thoughts. (And I talk about executive committees and their dangers every chance I get – and that’s lots!)

First, let’s start with board committees in general. Most boards establish a number of committees, e.g., finance, governance, hopefully fund development.

But the premier committee, the trump all committee, is the executive committee.

It’s different than any other committee. The others have specific and limited scopes of work. The executive committee does not. Instead, the executive committee…well, it exists to…kinda…well, you know…

Why have an executive committee? Here’s what organizations tell me:

1. The executive committee meets in case of an emergency, in lieu of the board. Because it’s hard to get the full board together.

Excuse me? It’s an emergency, something vital to the organization. And you disregard the full board and bring together the executive committee. Ask the rest of your board members how they feel, giving this emergency power to a subset of the board. And in this day and age with conference call capability and email? Please. A true emergency belongs to the board.

2. The CEO needs a small group to talk with about very confidential items; a kind of think tank or kitchen table cabinet.

Stop right now! Nothing is confidential to a subset of the board. If any committee of the board knows something, it’s the right and responsibility of the full board to know it. Governance is the legal and moral authority of the board. The board cannot delegate that to any single individual or entity.

If a CEO wants a smaller group to chat with first, and then of course chat with the full board, pick the people who have the expertise. If the issue doesn’t fall within the purview of any committee, e.g., governance, finance, fund development. (Because if it fell within a committee’s purview, you’d take the issue to that committee.) So you bring together board members who have expertise and particular insight about the issue.

Or, let’s say you have a personnel issue. It’s actually a management issue and you won’t take it to the board since it isn’t governance. But you want to chat with a couple board members. This isn’t governance work so it isn’t board committee work. Call (or bring together) a few board members (and outside experts, too, if you wish) to chat with you.

Remember, the CEO can chat with any board member she wishes. The CEO doesn’t need to get permission from the board chair. The CEO doesn’t need to pass everything by the board chair.

3. The executive committee includes the officers and committee chairs and sets board meeting agendas.

Seems to me that’s a waste of time. (Wow, lots of time. Imagine you are the treasurer. You chair the Finance Committee and go to those meetings. You serve on the Executive Committee and go to those meetings. And you go to board meetings. Ugh.)

I recommend that the CEO and Board Chair together develop board meeting agendas. The CEO should know what’s happening in every single committee. Either the CEO is the staff person for a particular committee. Or another staff person staffs the committee (e.g., the chief development officer staffs the Fund Development Committee) and keeps the CEO informed.

4. The Executive Committee does the performance appraisal of the CEO.

You don’t need an executive committee to do that. You need an ad hoc task force that includes the right people. For example, someone with experience in personnel / human resources. Perhaps a couple of board members who chair committees that have worked closely with the CEO recently. The current board chair. Perhaps the immediate past board chair or the incoming board chair.

Put together a task force that lasts for the few months of the appraisal process. Then terminate the task force.

5. Processing information over and over till you lose the edge

So a committee discusses an issue. Then refers it to the executive committee. Then the executive committee takes it to the board.

It would be great if the issue deserved lots of discussion. And sometimes, issues do, indeed.

But beware. Repeat discussion may not add value. And by the time the issue gets to the board, some people have already talked themselves out. They’re kinda board. They’re kinda impatient. They act like that. So the full board – some of whom were not on the previous committees – feel like the discussion is getting short shrift. There’s nothing quite like trying to have a discussion when others say, “Oh yes, we already talked about that and . . . ”

I think that executive committees are exclusionary and darn right dangerous.

To me, their danger far outweighs any particular benefit. There’s nothing an executive committee does or might do that cannot be done by another existing committee or an ad hoc task force.

(And by the way, an executive committee by any other name… If it walks like a duck and quacks like a duck, it’s a duck! I worked for an organization that used its Finance Committee as an executive committee. I know an organization right now that is using it’s Governance Committee as an executive committee.)

Most of what an executive committee does should be done by the board itself. Quit disempowering the board! Quit creating a shadow board.

Some organizations establish an executive committee because “everyone else does it and I guess we should, too.” Hey, who said what others do is necessarily good? Following the leader into an uncontrollable high-speed train isn’t smart.

Some organizations establish an executive committee to compensate for a weak board. Fix the board!

I’ve had organizations tell me they need the executive committee to help direct and manage the board. First, if the CEO cannot properly lead, facilitate, enable the board — get a new CEO!

Equally important, the board directs its committees, committees don’t direct the board. The board establishes committees and defines roles. And, in most cases, the board should briefly discuss something before the committee talks about it. The board directs the committee!

And honestly, some leaders insist upon executive committees in order to maintain power, to exert control over the board. These leaders don’t understand corporate governance, the collective act. These leaders design the executive committee to disempower the board.

So I’m on a worldwide mission to destroy all executive committees.

And the more I talk about it, the more people sign up.

Have you ever asked the rest of your board about what they think of the executive committee? Listen to their answers. You may learn a lot.

Your board decides which committees to have. And your board can change the bylaws. (And if you are a membership organization and the members must amend the bylaws – you ought to be smart enough to explain why the board wants to eliminate an executive committee.)

Start now. Have a board conversation about the purpose of an executive committee. Talk about whether an executive committee adds sufficient value to compensate for the very real and very common and very hard to avoid disempowerment of the board itself.

P.S. Executive committees originate in the for-profit sector. Executive committees originated from old-style, top-down leadership. Executive committees are an old-fashioned model of less-than-effective command and control leadership.

P.P.S. And executive committees are often another example of power derived from privilege — part of what I consider to be philanthropy’s moral dilemma. Just download the PDF Philanthropy’s Moral Dilemma on this homepage.

P.P.P.S. If you can come up with a good reason for an executive committee, send me an email. I’ll comment! Email me at spjoyaux@aol.com. Thanks.