If you are wondering why your Board isn’t significantly engaged at a level one would expect from a high performance, strategic thinking Board, it may be that your Executive Committee has inadvertently caused the disengagement. Engaging leaders requires the creation of impactful, intellectually stimulating Board experiences. If your Executive Committee is making governing decisions that the Board could be making or exploring issues that the Board could be exploring, it is likely that your Executive Committee is limiting the Board members’ impactful, intellectually stimulating experiences.
There is a role for an executive committee to play, but it is not that of a mini-Board or “gate keeper.” The prime responsibility of an Executive Committee, perhaps more appropriately named “Governance Committee,” ought to be to ensure that the Board is governing well.
When an Executive Committee makes decisions for the organization or decides what should and should not go in front of the Board, it does so at the peril of the organization and good governance. Such committee behavior often results in a disengaged board and tension between the Board and Executive Committee. When the deep, insightful discussions occur at the Executive Committee level, often resulting in recommendations being made to the Board, the Board is apt to evolve into a Board that does little more than ratify decisions; few would consider this intellectually stimulating.
Have you and your Board thought critically about the Executive Committee’s role and impact on your governance system? How is your Executive Committee leading the effort to build an exceptional Board? Is it time to transition your Executive Committee from a mini-Board to a value added Governance Committee?