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Governance Committee – If You Don’t Have One, Get One!

Caitlin Curran Hatch

Apr 30, 2020

Every now and then we are asked why governance committees are such a good idea, and it’s a good reminder to us not to take for granted that everyone knows or even shares our opinion.  But, we think that they could be the most important committee your organization can have, so, in the immortal words of Toy Story’s Woody Pride, “If you don’t have one, get one!” and if you do, make sure it’s the best it can be.

We say that because the role of the Governance Committee is multi-faceted and goes right to the heart of the effectiveness of your Board of Directors.  And not just how they operate, but how they work together with the CEO or Executive Director, as the case may be, as well as the Staff.

Governance Committees are authorized by the Board to be responsible for ensuring that the organization’s bylaws, key policies and practices are in optimal form – and that they stay that way.  The reason for this is so that the Board can then do its work as efficiently and effectively as possible.

We have spoken to many Boards whose members do not have a clear, shared agreement about just what the role of the Board members is, and how they should be carrying out that role.  The reason is generally a simple one; it’s not that they don’t care, it’s that everyone comes to a Board and either assumes they know what a Board member does, or they bring their past experience with them and carry on as before.

So – with everyone acting in a good faith – but often different — understanding of the Board members’ role, it’s easy to foresee how inefficiencies — and sometimes even hard feelings – can develop.  And it generally all stems from everyone trying to “do the right thing.” 

It’s fairly well known that one of the chief responsibilities of a Board is to hire and manage the person who is delegated the authority to run the organization on a daily basis.  But it is seldom recognized that the Board also has the responsibility to manage itself. 

Governance Committees to the rescue!  They help to clarify – and codify — the role of the Board member, what Board Officers should and could be doing, whether the Board has the right committees and what those committees should be doing, and how well everyone is living up to their roles and responsibilities. 

Sometimes, Governance Committees are also tasked with overseeing nomination duties — held responsible for the strong succession and development of the Board by focusing on Board member recruitment, nominations, orientation, training and evaluations – of individual Board member performance and of the performance of the Board as a whole.

Organizations that have active Governance Committees ultimately have more engaged Boards, with their directors sharing a clear understanding of the expectations for the Board, its members, their committee work and, ultimately, and most importantly, the results they are achieving.  The clarity of purpose and responsibility saves the Board from distractions based on differing perceptions. A Governance Committee can help your Board maintain high standards for performance and accountability for results, which, at end of the day, is the whole reason for being on the Board in the first place.

Making sure your organization’s core governance functions are high performing is important under normal circumstances, but in challenging times like these, it is even more so, and Governance Committees can minimize the risk an organization faces if, or when, the unforeseen occurs.  Sadly, today, that is more important than ever.

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