Best Practices for Managing Board Committees

Mary Fetherolf
5 min read
Research suggests that most board activity takes place via committees. When a board faces issues that require specialized expertise, or when it isn't practical to explore a question with the full board, directors may charter a committee for that purpose. By leveraging the skills of board members and external experts, boards can decentralize, specialize and divide work into manageable sections to achieve targeted results.

Committee work is an added responsibility, so directors who serve on committees must meet obligations to board and committee both. A common theme to the board committee management advice assembled here, therefore, is maximizing the efficiency and productivity of committees. Over-assigned directors struggle to meet both sets of responsibilities, so be conservative about forming committees and reevaluate their relevance periodically. Small committees can overtax members; large committees may move too slowly or may not incorporate the views of all members.

Facilitating Board Committee Success

Boards can help with committee organization and should convey specific expectations for ongoing activity and results. Managing board committees starts with assembling members from qualified directors and external experts. Provide clear expectations about the format and extent of reporting the board expects. If the committee chair isn't a board member, task a director who's a committee member to report to the board.

Committees are a great way to develop new leaders. The committee chair's success in board committee management is a proving ground for future leadership positions and even for board membership.

The committee charter will specify objectives, members' responsibilities and timelines, while clarifying the scope of the committee's authority. The charter should describe the recommendations the board expects as output.

Once established, managing board committees is a joint responsibility of the committee chair and the board president who serves as an ex officio committee member. Selecting the right chair is a crucial early decision in board committee management: this individual can determine the committee's success or failure. Choose someone who'll skillfully facilitate contributions from all members, who's well-versed in group decision-making processes and who's well-organized. At the heart of effective board committee management are communication, organization and commitment to flawless execution.

Interpersonal and organizational skills are more predictive of excellent board committee management than knowledge of a committee's specific domain.

The committee chair should solicit items for the agenda and circulate the agenda and related documents well in advance of each committee meeting. She should convey the expectation that members prepare in advance and not use committee time for prework. Efficient committee meetings start and end as scheduled. A strong committee chair won't allow meetings to run over or permit latecomers to delay the start time. She'll keep to the agenda whenever possible and send minutes timely after each meeting. The committee chair prepares materials for committee work and usually reports progress, findings and results to the board in line with the board's expectations. Boards should review committee reports, which may be oral or written. Such reports should be incorporated into board minutes. Reporting should be kept efficient; if the committee has no substantial progress to report, they need not present at the board meeting.

Active board committee management includes keeping committee assignments flexible and aligned with board priorities and needs. From time to time, boards may reevaluate a committee's objectives to confirm the charter remains relevant. Likewise, board members and the board chair may evaluate performance of committee members; those who don't participate should be tactfully replaced with individuals more interested in the work. Evaluation and feedback are essential to effective board committee management. At least annually, the board chair or the committee chair should poll committee members for opinions on how to improve committee effectiveness. Poll results should be viewed first by the committee chair and then reviewed with the full committee membership. Committee chairs may also ask for feedback from the board as well.

Enabling Board Committee Management

Effective board committee management includes building healthy meeting dynamics. Committee members collaborate to build on each other's ideas. They ask the challenging questions that problem-solving requires and explore conflicting perspectives ' including expertise beyond the committee's membership. Facilitating and encouraging social time helps build the solid, trusting relationships that yield effective collaborations ' and even in today's virtual world, social time remains possible.

Providing the right tools is essential to effective board committee management. Many organizations have ' or are contemplating acquisition of ' board meeting technology, only to realize later that these tools promote effective performance of committees as well as boards.

Board management software is as helpful to board committees (and board committee management) as they are to efficient and secure operations of boards themselves. Businesses that already have procured board software can establish environments for committees to collaborate, communicate and to share and review documents. Board software facilitates the mechanics of board and committee operations, from establishing agendas and collaborating on prework, to distributing minutes and publishing results.

Diligent's board management software allows granular user permissions so that each committee can access its own collection of documents, thus keeping committee work and board work partitioned and confidential. The portal provides unlimited storage for committee charters, research and reports, as well as committee findings and actions. Board messaging tools provide secure, instant communications across devices to support nimble and confidential collaboration. As components of Diligent's Governance Cloud, these features enable mobility, speed and safety as more users work from home.

Committee chairs benefit from tools that enable board committee management. They can set automated reminders for meetings, solicit items for drag-and-drop agenda assembly, assign and track action items, distribute surveys and polls and publish communications that keep committee members up to date.

Board software is set up so that committee members can only access the documents appropriate to their responsibilities. Likewise, emails initiated and sent from the board software remain within the portal, with the same committee-specific controls.

Most board activity is accomplished via committees, but committee activity represents an additional workload for directors. Board management software and messaging tools boost efficiency, collaboration and security to ease the load. Learn more about how the right tools build the best boards and the best board committees, too.
Governance: Simplified
Good governance doesn’t have to be complicated. Hear from other leaders who have used technology to optimize their governance practices.
Background image
Related Insights
This is where Author Role goes
Mary Fetherolf
Ms. Fetherolf writes about the impact of new technologies and regulations on business strategy and operations. This second career follows several years consulting with business and technology leaders on program management and governance in regulated industries. Topics of interest include corporate governance, cybersecurity, data privacy, regulation, compliance, and digital transformation.