In a whole range of corporate governance contexts, Boards create committees to assist them in carrying out their duties. In general, while the Board delegates roles to these committees, it is still responsible for their actions and decisions. Too often though, when a committee is established, it becomes increasingly autonomous and disconnected from the Board that created it. This represents a risk for the Board. Its ability to exercise oversight is reduced if it’s not regularly communicating with its committees; it can also lead to inconsistencies in decision-making.
This disconnect is quite common and it’s a corporate governance problem. Where we’ve experienced it, or witnessed it, generally one or more of the following characteristics exists:
- Committees established by the Board haven’t been given a clear mandate and timeframe in which to carry out their responsibilities and so they have drifted
- Reporting requirements between committees and the Board are unspecified and undocumented
- Committees are established to address a specialist area that is beyond the competence of the Board and so the Board is not inclined to engage
- There is a lack of overall management of the governance structure to facilitate coordination between the Board and its committees
- Limited or no communication takes place between the Secretary of the Board and the Chairs / Secretaries of the committees.
As we’ve discussed previously in these blogs, we chose Board Self-Assessment Evaluation as the topic of our first One Question Guide because we think there’s an opportunity for Boards and organisations to get more from that process. Self-evaluation should also be carried out by the committees of Boards and this is something we’ve seen forgotten in even the most governance-conscious organisations. It’s another indicator of a disconnect but it could also form part of the solution in bringing the business of committees back in line with the business of the Board.
Towards this goal, we’ve produced two supplements to the Board Self-Assessment Evaluation Guide with ready-to-use questionnaires for the self-evaluation of Board committees. Formalising the self-evaluation of the Board and its committees can provide a regular opportunity to assess how well the governance system, in its entirety, is operating and can reconnect the Board with the committees that are acting on its authority.
For information on One Question Guides published to date by O’BRIEN / Governance Design, visit One Question Guides. For information on related consultancy, facilitation and workshops provided by the company, visit Services.