Essential Governance – Making sub-committees work

Any tool that makes an unwieldy board more effective has to be a good thing, says Rick Bond.

Many boards have them, some people hate them and few, if any, are so excited by their existence, they live to put more sub-committees on this earth. While I would not quite put myself in that final category, I do believe sub-committees can be a genuine resource for boards, particularly those with a large and/or diverse agenda. They dont take away from the authority and accountability of the full board, but they do present an efficient way for the board to make better decisions.

Provided they are properly established and managed, sub-committees allow
: – Opportunities for focused discussion and consideration of specialist areas by those with a relevant interest, knowledge or expertise
– Focused opportunities for directors and managers to come together and discuss specific issues in-depth
– Proposals to take to the board that have been fully considered and developed.

Specialist knowledge

Typically, sub-committees cover areas such as finance, human resources, marketing, artistic policy, fundraising and development, and maintenance and operations. In the case of particularly specialised and challenging areas, such as capital or fundraising schemes, they require committee members with a level of specialist knowledge and experience. Therefore, co-opting external expertise, if permitted within your governing document can be a useful way of securing and making the best use of specialists, without requiring the person concerned to get involved in the wider responsibilities of the full board. The ability to co-opt also creates opportunities to cultivate and assess potential board members.

Ultimately, sub-committees boost the capacity of full board meetings by reducing the amount of time required for the consideration of major issues while ensuring they have been properly considered. Boards may also have the option to form working parties. These are different from sub-committees: they focus on one particular topic, are time-limited, and finish as soon as work is complete.

Terms of reference

Until appropriately structured and focused, sub-committees are unlikely to fulfil their potential, particularly in return for the time invested in them. Principally, every sub-committee must be given proper terms of reference, making their purpose and modus operandi clear to all those coming into contact with their existence.

Terms of reference will help to identify what is required of committee members, making it possible to appreciate the personal qualities, skills and experience needed to do the job and will ultimately help to attract the appropriate people. All sub-committees and working parties need terms of reference that give a clear indication of what is expected and to whom the group is accountable. These should include: the name of the group, details of who can be elected, and, where appropriate, a breakdown of the make-up of a committee (e.g. the honorary treasurer and three trustees), its voting rights and whether it has decision-making powers or is purely advisory.

The terms of reference should also include a statement (reviewed annually) setting out why the committee exists, including its key aims and tasks. Additionally, the terms should:
– Determine the frequency and length of meetings
– Identify the name or office of the people acting as the chair and secretary, and,
– State to whom it must report.

As with full board meetings, the minimum number of people who must be present at a meeting in order for it to be quorate should be noted. When recruiting personnel to a sub-committee, there are several issues all members should be made aware of:
– The aims, objectives and tasks the committee will have to address
– The authority delegated to the committee
– Scrutiny and reporting systems
– The interface with management
– The skills and experience required.

Finally, do ensure that the purpose and the impact of sub-committees are reviewed annually to ensure they remain essential and relevant to the needs of the board. n

Rick Bond is the Director of The Complete Works (UK) Ltd, specialising in facilitating management insights, solutions and training for arts and cultural organisations.
t: 01598 710698;
e: [email protected];
w: http://www.thecompleteworks.org.uk