Policy Governance has an
aversion to executive committees because often they become the real board
with the rest of the membership simply re-approving what the executive
committee has already decided. However, nothing really 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 own perspective, there are situations in which it makes sense to
have one. Sometimes boards are really large and it is politically
impossible to reduce their size. An executive committee might be
helpful in these situation, and as pointed out, the existence of an
executive committee may be mandated by another group. The question
that has to 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 a option,
but not one that would seem to respect the wishes of the group or individual
that established the committee in the first place, who very likely have
greater authority and may represent or be the owners of the organization.
This option would not appear to be a reasonable interpretation of their
This doesn't mean that the
executive committee should be constructed in the traditional way.
There are a number of possibilities that could fulfill the concepts of
Policy Governance and still allow an executive committee. There are a
couple of principles that will need to be maintained within this structure.
The first is that the executive
committee serves the board and not the other way around. Although this
should be understood, the executive committee does not give direction to the
executive. This is only done by the board through the board policies.
What hasn't been stated yet is what is the
relationship of the 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 her or she would 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
committee or board 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 in terms of
the board's policies and Policy Governance concepts. There are
probably other possibilities, but these illustrate that there are real
responsibilities that can be delegated to an executive committee and still
be consistent with Policy Governance.
Lynn A. Walker, Ph.D.
Boundary Management Consulting
12411 McKelvey Road
St. Louis MO 63146-2929
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