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Worksheet: Committee Meetings

As boards move to meeting only four or six times per year, a robust committee structure becomes even more essential. However, an unintended consequence of having strong, robust committees is that they can become so focused on their individual charters that they begin to operate in a “siloed” fashion. The issues the board needs to consider are complex and multi-dimensional—requiring the work of its committees be coordinated. Tips to achieve this include:

Intentional Scheduling and Cross-Fertilization of Committees

1. Be clear that all board members are “invited guests” for most committee meetings (with a couple of exceptions, such as executive compensation or those limited to independent members). While this may be too great a time commitment for some board members, its benefits may outweigh that extra time for others (especially newer members).

2. Intentionally schedule committee meetings so that board members easily can attend more than one meeting. For example, if your board meets quarterly, schedule committee meetings the day before and the day of the board meeting. If your board meets bi-monthly, schedule two committee meetings back-to-back, starting later on the same day with a light meal in between.

Board members should be provided with a concise list for each upcoming committee meeting of its priority topics so that interested board members can plan to attend when there is an issue of particular interest on an upcoming agenda.

3. Encourage some committees to meet jointly at least once a year. For example, the quality and finance committees should convene jointly once annually since quality/value directly impact financial performance and financial resources determine how much is available to invest in quality initiatives. Similarly, the quality committee and the community health/benefits committee could find common ground around outcomes measures related to community health enhancement.

4. Consider identifying one initiative—for example a targeted focus on community health, such as addressing obesity or substance abuse—that most committees would include as part of their annual work plan.

Use of Annual Work Plan

Each committee should use an annual work plan to ensure that all aspects of its charter are addressed. The work plan typically would be updated annually and then approved by the governance committee.

Committees Get Center Stage at Least Once a Year

Recognize that committees exist to help the board fulfill its roles. The board should be made aware of the work of each committee and provide meaningful input into focus areas of the committees.

Each committee with a functional focus (e.g., quality, finance, or audit/compliance, etc.) should have a substantial “report out” to the full board at least once a year to: (a) provide education around/trends impacting its focus area, (b) review the issues or areas that are the focus of its current work, and (c) outline its proposed work for the upcoming year. This report should be a concise presentation of less than 30 minutes with Q&A. That way, the board gets meaningful input into committee work as well as some education on key areas of the board’s responsibilities.

1. Use a standard “template” for the update to keep all reports concise but meaningful.

2. Where appropriate, encourage committees with overlapping areas of focus (e.g., the finance and investment committees) to share “center stage.”

Prudent Use of Consent Agenda

No one likes “endless” committee reports. Often, the solution is to use a consent agenda with no or few standing committee reports at the board meeting.

A consent agenda is a valuable tool but is not a substitute for communicating critical information from the committee to the full board. Consider using the consent agenda in conjunction with the following:

1. For any committee presentations, work hard to avoid regurgitating content that could have been read by members prior to the meeting. Instead, focus on key decisions or recommendations made by the committee, providing insights from the committee’s discussions, or teeing up complex issues facing the committee.

2. Ask each committee chair to provide a (literally) two- to three-minute update to the board related to its last meeting, using a common approach. Of course, remain flexible so that if a committee chair feels that the minutes suffice or there is
nothing meaningful to report, that would be honored.

3. Identify any committees that you believe require a regular, more substantive report (typically the finance committee and the quality committees) but avoid simply recapping minutes provided ahead of the board meeting.

4. Ensure that the board chair balances the board’s natural desire for an efficient meeting with ensuring that the board uses its committees for illumination and thorough consideration of issues tied to its roles and responsibilities—not as a substitute for the board as a whole understanding key issues related to the core responsibilities of all governing boards.

Remember, the board as a whole is responsible for financial policies and oversight; not just members of the finance committee. Similarly, the board as a whole is responsible for quality, management oversight, strategic direction, board development, and community benefit/ advocacy—not just those on committees that focus on any one responsibility.

The Governance Institute – March 2017
Marian C. Jennings, President – M. Jennings Consulting, Inc.
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