What is the Policy Governance rule about board committees?
Let’s begin by defining “committee” as any group created by the board, no matter who is on the group, no matter whether ad hoc or standing, and no matter whether it is called committee, task force, or other name. Sometimes forming committees can help the board get its job done. But the board must take care that committees do not (a) interfere with unambiguous delegation from board to CEO and (b) reduce in any way the full board’s role in making governance decisions. Therefore, in Policy Governance board committees can exist only when helping with part of the board’s job, never to help with or advise on part of what has been delegated to the CEO. Further, it is usually best for a board to request options from a committee rather than recommendations. As to committees created by and answerable to the CEO or the CEO’s staff, the board can leave those decisions completely to the CEO, for they are not governance issues.
