Research and Blogs

This article first addresses the difference between an executive session of the board and the Board Executive Committee. The primary purpose and function of the Executive Committee are then described.

The Board Executive Committee is to be distinguished from an executive session of the Board. The executive session of the board should routinely occur at every board meeting and includes all board members. The purpose of the executive session is to provide a setting for the CEO/President and board to discuss confidential issues. Sometimes other staff persons are also present, if explicitly invited by the board. Executive sessions usually begin with the CEO/president present and then continue without the CEO/President or other organizational staff. A fuller discussion of executive sessions will be considered in a later blog.

On the other hand, the Executive Committee is a standing committee of the board, usually composed of the officers of the board. The Executive Committee’s primary function is to act on behalf of the board if urgent and important actions must be taken between board meetings. These actions should be rarely required.

This authority of the Executive Committee is usually defined and limited by the organization’s bylaws (or in some cases, the board’s policy manual). For example, board policies should indicate that actions taken by the Executive Committee should be ratified or changed at the board’s next meeting, or by some other defined process. This principle prevents the emergence of dysfunctional board governance by creating a two tier governance system where some board members have less authority than other members of the board.

As is true for every board committee, the entire board should review from time-to-time the responsibilities of the Executive Committee to ensure that these responsibilities are the ones which the Board has explicitly decided to delegate. In reviewing the responsibilities of the Executive Committee, it must be remembered that unlike other committees, an executive committee both speaks to a board and for a board.
An executive committee speaks to a board if it has been requested by the board to study an area of board authority and bring a recommendation to the board for action. For example, in the absence of a governance committee, a board might request the executive committee to bring a recommendation to the board that would align the bylaws with the structure of the board.

An executive committee speaks for a board when the board has explicitly given the executive committee the authority to act for the board. When an executive committee makes decisions as authorized by a board, these decisions should always be affirmed by the full board.
In conclusion, the Board Executive Committee is to be distinguished from an executive session of the Board, which should occur at every board meeting and includes all board members. The Executive Committee is usually only composed of the officers of the board. Its primary function is to act on behalf of the board regarding urgent and important actions needed between board meetings. These actions should rarely be required and a process for their approval by the full board must be well-defined.

The purpose of board committees is to enable the board to effectively and efficiently do its work. Committees can prepare policy alternatives and recommendations for consideration by the full board. In many cases, they monitor and report to the Board on certain organizational activities and functions. The work of committees gives the board more time to focus on strategic and generative issues relative to the organization.

There are two types of board committees. Standing Committees function on a permanent basis. Ad Hoc Committees are short-term committees (or task forces) created for a specific task. Both standing and ad hoc committees should have written job descriptions and are accountable to the full board.

The organization’s strategic goals and the board’s priorities should determine which committees are established. Boards are encouraged to comprehensively determine which committees are needed. Once the board has decided which committees are needed, it must then ensure accountability by developing a job description for each committee. It should never be left to a committee to determine its own task.

Standing committees and their basic functions are frequently noted in the organization’s bylaws. However, it is important that separate committee job descriptions or charters define a committee’s specific responsibilities. This detailed job description is sometimes also included in the bylaws. However, placing these more detailed committee descriptions in a board policy manual enables the board to change these descriptions more easily than if the descriptions are in the bylaws.

The committee descriptions should state how committee chairs are selected and who may serve on each committee. Often, the board chair appoints committee chairs and members from the board, after taking counsel from the Executive Committee of the Board and the CEO. The role of the committee chair should always be defined. The chair of the committee runs the committee process and leads that group in accomplishing the expected tasks.

No committees should interfere with the operational authority granted to the superintendent, president or Chief Executive Officer by the Board. Committees also do not exercise authority over staff. It should be specifically noted that committees do not speak for the board unless directed to do so by formal action of the board.

In future articles, we will consider four Standing Committees: Executive Committee, Governance Committee, Finance Committee, and Audit Committee.

From time-to-time, every board should take a moment to ask the collective question, “Are we a high-functioning board? Are we adding value to the success of the organization in achieving its mission and vision in a manner consistent with its values?”

To answer these questions, your board needs to have identified the critical characteristics related to a board’s functional effectiveness. Here are twelve understandings that, if implemented, can enhance your board’s governance function.

1. The board understands that it is a governing and strategic board rather than an operational board.


2. As a governing board, the board understands that it is accountable to and works on behalf of a larger group of stakeholders. The board understands not only who these persons are, but knows with clarity their expectations for the purpose of the organization.

3. The board understands the purpose of the organization in regards to three basic questions: What services will be offered? For which people? At what cost in relationship to the services offered?

4. The board understands that it has ultimate authority and responsibility for achieving the purposes of the organization. The board does so by delegating to the CEO/president the responsibility to achieve the purposes of the organization through clearly written policies with performance expectations.

5. The board adequately and regularly monitors organizational performance through well defined performance metrics.

6. The board ensures compliance with legal requirements and the highest ethical standards in the work of the board and the organization.

7. The chair of the board ensures that agendas for board meetings and committees are structured in a manner that will focus the time and energy of members on priorities. There is a careful focus on well-defined meeting outcomes.

8. The board nurtures and ensures that there is a culture of active and highly functional engagement of its members in discussion and decisions. Constructive dissent and active conversation are valued.

9. The board always speaks with one voice or not at all.

10. The board engages in regular board assessment and development.

11. The board ensures that the organization has adequate resources to carry out its responsibilities.

12. The board nurtures an environment of fun.

Institutional boards can add significant value to an organization. They can also be mediocre and ineffective. In extreme cases, their dysfunctional behaviors can seriously damage an organization. While an effective board does not guarantee an exceptional organization, an exceptional organization usually has an effective board. Effective boards are those that have implemented best practices across their domains of responsibility.

They also have a process that ensures continuous learning and improvement. Continuous improvement is only possible when a board has a clear picture of how an effective board should function and regularly assesses its own effectiveness. The assessment results enable the board to design a development plan and increase its effectiveness.

What board characteristics should be assessed?
The design of an effective board assessment tool begins with understanding the attributes of a top functioning board and assessing against these. The board should both assess the board’s work as a whole (including the work of the board’s executive officers) and the contribution of individual board members. The purpose of these evaluations is to provide information that can lead to enhanced effectiveness in the board’s work and that of each member.

• High-functioning boards fulfill their legal obligations.
• They are committed to the mission, vision and values of the institution.
• An effective board is a governing board that is able to monitor institutional performance through well-defined performance metrics.
• A carefully designed process for regularly assessing the effectiveness of the organization’s leader.
• Effective boards also engage in strategic and generative thinking, enabling them to more actively partner with the organization in developing a culture for positive change.
• Board meetings are carefully structured and all board members engage in active and highly functional engagement. In meetings, the chair nurtures an environment of appropriate humor and fun.
• Effective boards have a carefully designed process for internal and external stake holders to provide feedback.
• They speak with one voice, or they do not speak at all.

Who should participate in board assessment?
All board members and senior organizational staff should participate in assessing the board’s overall effectiveness. This process ensures a more balanced perspective than the one that may emerge if only the board completes the assessment survey.

There are many different approaches to consider in assessing an individual board member’s effectiveness. One possibility is for each board member to do a self assessment. At the other extreme, the board executive officers may carefully and sensitively reflect on the effectiveness of individual board members. However, it is essential that a mechanism is in place that enables executive board leadership to address board member problems.

Who should analyze the assessment?
After the board approves an assessment document, often boards will delegate the task of analyzing the assessment results to staff. Other boards feel more comfortable in having a board member do the analysis. In either case, it is critical that the integrity of the process and the confidentiality of the report are not compromised.

Periodically, an independent organization should conduct the board assessment. This helps to keep the assessment tool and process objective. Such a process can also add an expert perspective regarding the board’s effectiveness and provide options for the board to consider which extend beyond the organizational or industry knowledge.

What should be done with assessment results?
Board leadership must be intentional about using assessment results to prepare a development plan with measurable outcomes and timelines. There should also be a process in place that enables the full board to have ownership in the plan. Shared ownership will encourage each board member to participate in achieving the goals of the plan.

How will the board know if it is improving?
After the board has implemented a development plan, it must regularly assess if the goals of the plan are being achieved. These goals can be quickly and easily monitored through the use of dashboard indicators. The board should modify its board development plan as required to meet the end goals.

Conclusion
In conclusion, good intentions on the part of a board are not enough to ensure board effectiveness. The effective board utilizes assessment to design an effective board development process for continuous improvement. After implementation, the board will evaluate the effectiveness of the plan and modify the plan as required.