Boundary Management

An Extensive Policy GovernanceĀ® Resource for Boards of Directors

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Featured Question: If a board feels they should have an executive committee or the Bylaws mandate one, what should be its duties and still be true to Policy Governance?

Answer: Policy Governance dislikes executive committees because they often become the real Board, with the rest of the membership re-approving what the executive committee has already decided. However, nothing says that a Policy Governance Board can't have an executive committee. Policy Governance questions why a Board would need one, not that it can't have one. From my perspective, there are situations in which it makes sense to have one. Sometimes Boards are large, and it is politically impossible to reduce their size. An executive committee might be helpful in these situations, and as pointed out, the existence of an executive committee may be mandated by another group. The question that must be answered is what should the executive committee's duties be and still be true to Policy Governance concepts.

Unless the executive committee's responsibilities are dictated, the Board can pretty much select them in the way that best serves the Board. Even if the responsibilities are dictated, that shouldn't keep the Board from adding to them and clarifying them. One could argue that the executive committee could be given no duties and serve in title only. This is an option, but not one that would respect the wishes of the group or individual that established the committee. That option would not appear to be a reasonable interpretation of their directives.

This doesn't mean that the executive committee should be constructed traditionally. Several possibilities could fulfill the concepts of Policy Governance and still allow an executive committee. A couple of principles will need to be maintained within this structure. The first is that the executive committee serves the Board, not the other way around. Although this should be understood, the executive committee does not give direction to the executive. The Board only does this through the Board policies.

What hasn't been stated yet is the relationship between the chair and the committee. One option would be that the committee could be responsible for activities between Board meetings that would normally fall to the chair. During Board meetings, the chair would facilitate as they normally do. The second option would be that the executive committee would have specific duties. Those duties might be to function as a Board development or planning committee that recommends an annual agenda to the Board. The executive committee could function as a special linkage to owners. They also might help frame issues for the Board regarding its policies and Policy Governance concepts. There are probably other possibilities, but these illustrate that real responsibilities can be delegated to an executive committee and still be consistent with Policy Governance.

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