It’s a generalization but the audit committee often wants to take on more than it should. And other board committees typically don’t take on as much. I don’t blame them.
So what should you do when a topic becomes so mainstream and important that it needs a permanent home on a board committee? This is the process that’s used at some boards:
- The Governance Committee is key here. It’s a core duty. The committee should review all of the board committee charters and schedules, look again at the board governance guidelines and discuss which committees have the capacity and expertise to take on the new topic.
- The board evaluation should include questions on potential new topics and which committees should handle a particular topic. No one is better suited to answer the question of which committee is the best fit for this particular board than the directors themselves. Routine discussions of potential new topics should help lay the groundwork for adding new committee duties and avoiding surprises.
If you’ve been doing that, you can look at the responses of the most recent board evaluation and there likely will be commentary about this new topic made by some of the directors since it’s hot. And from there, you can make a more informed decision about where the topic might best fit, both expertise-wise and collegiality-wise so that the ultimate decision is least likely to make waves.
It might well be that none of the board committees want a heavier workload and one of them will need to be coaxed to take it on. But what if there is a turf war where more than one board committee wants jurisdiction over a new important topic? In this case, here are two tips:
- Consider which committee has relevant expertise and time to devote to the issue, and include the discussion on the governance committee’s agenda.
- The governance committee should consider whether the new topic should be a full board duty for an initial period of time due to the importance or newness of the topic.
Authored by
Broc Romanek