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Executive Committees Beware!

Posted by Simone Joyaux, ACFRE, Adv Dip on Aug 18, 2016 1:37:04 PM

Simone Joyaux is coming for you! She feels strongly about executive committees. Do you agree with her arguments? Read on and weigh in. And then take a look at BoardSource’s recommended governance practice pertaining to executive committees that we present below.

EXTRA-EXTRA2.jpgAnd Simone Joyaux sits back, smirking with great satisfaction. You see, I’m on a worldwide mission to destroy all executive committees. I’ve been ranting and raving about this for years and years.“Why?” you ask. “Because no one’s ever given me a good enough answer to have one,” I respond. “And the risks outweigh any possible advantage,” I continue, my voice rising. I’m pacing the room. I’m waving my hands with rings flashing. Soon I could be shouting. “This is about power! Executive committees disempower, whether intentional or not.” 

Here’s my perspective, which gains followers as I proselytize vociferously.

First and foremost: Governance belongs to the full board, not to any single board member or committee. Governance is the process whereby a group of people works together (as a collective) to ensure the health and effectiveness of the institution.

Of course, I hear justifications all the time. Here are my favorites, followed by my responses:

Five Rationales

  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! But you supplant the full board and bring together the executive committee instead. And you do so 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 also. Governance is the legal and moral authority of the full board.      

    The CEO can reach out to various individuals (board members or not) to chat and explore ideas. I hope the CEO focuses on individuals with the specific necessary competencies and wisdom. Of course, if it’s a corporate governance issue, the CEO eventually talks with the full board.
  3. The executive committee includes the officers and committee chairs, and sets board meeting agendas.       

    To me, that's a waste of time. Imagine you’re board 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. Really? For me, the CEO and board chair together develop board meeting agendas. The CEO and her staff know what's happening in all committees.
  4. The Executive Committee does the performance appraisal of the CEO.

    You don't need an executive committee to do that. Set up an ad hoc task force that includes the right people for that year. The task force lasts for the few months of the appraisal process. Then terminate the task force.  
  5. The executive committee plays a valuable role in processing information for the board.

    Don’t get seduced by that statement! An executive committee is usually reprocessing work that already went to a board committee, e.g., finance, board development, whatever).

    That board committee discusses an issue that ultimately belongs to the board. That’s fine. Until that committee’s work then goes to an executive committee for more processing and preparation. Then finally that stuff goes to the board. (Or maybe only some of it goes to the board. Hmmm….)

    Just count how often the issue was processed before it ever got to the board. People who’ve been in the conversation repeatedly get bored. And the full board — most of whom weren’t privy to previous conversations — feels excluded.

Notes from the field

Clients and strangers regularly send me notes, responding to my blogs or tweets or books or trainings. For example:

  • An executive director once wrote: “My board has difficulty getting members to attend meetings because the board members are so disengaged. So the board decided to have meetings less often, with executive meetings on the off months. Now, more of the members don’t have any idea what’s going on, and I can’t see how that’s going to make them feel more useful. Scary!”
  • A board chair talked with me about establishing an executive committee. As I shared my concerns, he had a brilliant insight: “Our idea of establishing an executive committee is a response to deficiencies in the board.”

 And here’s another issue:

When a committee exists, we tend to feel it should meet. So we schedule meetings. Oh no. Oh dear. Risky! Regularly scheduled executive committee meetings. We have to talk about something. So talk we do. We process the other committee meetings, and we talk about upcoming items for the board meeting. Pretty soon executive committee members know all the stuff, and board meetings – hence all board members – get short shrift. This is not good. Actually, this is very bad.

But what if…maybe but…

The only kind of executive committee that I would ever tolerate is one that has no regularly scheduled meetings…that never meets except to do the CEO’s performance appraisal… And maybe when an executive committee is authorized by the board to take a very specific, limited, previously reviewed action with established boundaries because the board won’t meet before the action must be taken. But it’s that very specific, highly limited, previously reviewed action with established boundaries.

My conclusion

Executive committees are just too 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 its 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. Join my worldwide mission to destroy all executive committees. Starting with your own.

And if you’re not ready to embrace my worldwide mission yet, at least talk about it. Too rarely do I hear questioning at the board level. Then conversation. And then intentional deciding. That’s what I’m really asking all of us to do. Raise the issue. Ask questions. Have conversations. And then, of course, the board decides.

BoardSource Recommended Governance Practice: Executive Committee

If the board has an executive committee, its purpose and authority must be defined in the bylaws.

Before forming an executive committee, the board should analyze its entire structure to determine whether that particular committee would add value. If an executive committee is given the power to act on behalf of the board, the bylaws need to define the limits of its authority; otherwise, it has the authority to make major organizational decisions that normally belong to the full board. To ensure that the full board remains in control and informed, decisions made by the executive committee should be confirmed by the full board at the following board meeting.


Read more BoardSource Recoommended Governance Practices.

Topics: Executive Committee

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