Voici une discussion très intéressante paru sur le groupe de discussion LinkedIn Board of Directors Society, et initiée par Jean-François Denault, concernant la nécessité de faire appel à un comité exécutif.
Je vous invite à lire les commentaires présentés sur le fil de discussion du
Personnellement, je crois que le comité exécutif est beaucoup trop souvent impliqué dans des activités de nature managériale.
Dans plusieurs cas, le CA pourrait s’en passer et reprendre l’initiative !
Qu’en pensez-vous ?
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I’m looking for feedback for a situation I encountered. I am a board member for a non-profit. Some of us learned of an issue, and we brought it up at the last meeting for an update.We were told that it was being handled by the Executive Committee, and would not be brought up in board meetings. It is my understanding that the executive committee’s role is not to take issues upon themselves, but to act in interim of board meetings. It should not be discussing issues independently from the board. Am I correct in thinking this? Should all issues be brought up to the board, or can the executive committee handle situations that it qualifies as « sensitive »?
The Role of the Executive Committee versus the main board of directors
John T, Dinner Board Governance Services
Helping boards improve their performance and contributionI’ll respond a bit more broadly, Jean-François. While I am not opposed to the use of executive committees, a red flag often goes up when I conduct a governance review for clients and review their EC mandate and practices. There is a slippery slope where such committees find themselves assuming more accountability for the board’s work over time. Two classes of directors often form unintentionally as a result. Your situation is an example where the executive committee has usurped the board’s final authority. While I don’t recommend one approach, my inclination is to suggest that boards try to function without an executive committee because of the frequency that situations similar to the one you describe arise at boards where such committees play an active role. There are pros and cons, of course, for having these committees, but I believe the associated risk often warrants reconsideration of their real value and need.
Chief Technology Officer at DHI
I currently sit on the EC and have been in that role with other boards. Although I can see the EC working on projects as a subset of the board we Always go back to the full board and disclose those projects and will take items to the full board for approval. The board as a whole is accountable for decisions! There has to be transparency on the board! I found this article for you. http://www.help4nonprofits.com/BrainTeaser/BrainTeaser-Role_of_Executive_Committee.htm , which concurs to John’s comment. If used correctly the EC or a subset of the board can work on board issues more efficiently then venting through the full board, but they should always go back to the Full board for consideration or approval.
CHM and CEO of NorthPoint ERM
I have experienced couple of EB’s and unless the company is in deep financial or legal trouble for the most part the took away from the main board and in the whole worked ok but not great. If the board has over 10 to 15 board members it is almost a requirement but the board them is there for optics more than or effective and efficient decision making
Experienced CEO & Board member of Domestic and European companies.
I think Mr. Dinner, Mr. Molina, and Mr. Chapman summed it up beautifully:
– You cannot have two classes of Directors
– You have to have transparency and every Board member is entitled to the same information
– A Board of 10-15 members is inefficient and may need committees, but that does not change the fact that all Board members are entitled to have input into anything that the Board decides as a body.
– An Executive Committee is a sub-committee of the entire Board, not an independent body with extraordinary powers.
Entrepreneur & Governance Advocate
I agree with John, executive committees tend to be a slippery slope to bad governance. The board of directors has the responsibility of direction and oversight of the business or organization. If anything goes substantially wrong, the board of directors will also be accountable, legally. The rules of thumb for any and all committees is
– Committees must always be accountable to the board of directors, not the other way around.
– Committees must always have limits defined by the board of directors on authority and responsibility, and should have limits on duration.
– Committees should always have a specific reason to exist and that reason should be to support the board of directors in addressing it’s responsibilities.
Consulting CFO/COO / Board Member/Advisor
Judging from the responses, we need to clearly define the context of what an Executive Committee is. Every organization can have it’s own function/view of what an Executive Committee is.
From my experience, an Executive Committee is under the CEO and reflects a group of trusted C-level executives that influence his decisions. I have had NO experience with Executive Boards other than the usual specific Board Committees dealing with specific realms of the organization.
So coming from this perspective, the Executive Committee is two steps down from the organizational pecking order and should be treated or viewed in that context..
President & CEO at Prevention Pharmaceuticals Inc.
I concur with Mr. James Clouser (above).
They should be avoided except in matters involving a performance question regarding C-Level Executive Board member, where a replacement may be sought.
Board of Directors at RLI Corp
James hit the nail on the head. Executive committees are a throwback to times when we didn’t have the communication tools we do now. They no longer have a reason for their existence. All directors, weather on a not for profit or a corporate board have equal responsibilities and legal exposures. There is no room or reason for a board within a board in today’s world.
Chief Executive Officer
My experience is; Board members have the last say in all policy issues- especially when it concerns operational matter. But in this case, where there is Executive Committee, what it sounds like is that, the organization in question has not clearly identified, nor delineated the roles of each body- which seem to have brought up the issue of ‘conflict’ in final decision- making. Often Executive Committees are created to act as a buffer or interim to the Board, this may sometime cause some over-lapping in executive decision-making.
My suggestion is for the organization to assess and evaluate its current hierarchy- clearly identify & define roles-benefits for creating and having both bodies, and how specific policies/ protocol would benefit the organization. In other words, the CEO needs to define the goals or benefits of having just a Board or having both bodies, and to avoid role conflict or over-lap, which may lead to confusion, as it seems to have been the case here.
CEO / PRESIDENT/BOARD OF DIRECTORS /PRIVATE EQUITY OPERATING PARTNER known for returning growth to stagnant businesses
The critical consideration for all board members is ‘ fiduciary accountability’ of all bod members. With that exposure , all bod members should be aware of key issues .
Thomas Brattle « Toby » Gannett
President and CEO at BCR Managment
I think for large organizations, that executive committees still have an important role as many board members have a great deal going on and operational matters may come up from time to time that need to be handled in a judicial manner. While I think that the Executive committee has an important, at times critical role for a BOD, it is also critical that trust is built between the executive Committee and the BOD. This is only done when the executive committee is transparent, and pushes as many decisions that it can to the full board. If the committee does not have time to bring a matter to the full BOD, then they must convey to the BOD the circumstances why and reasoning for their decision. It is the executive committees responsibility to build that trust with the BOD and work hard to maintain it. All strategic decisions must be made by the full BOD. It sounds like you either have a communication failure, governance issue, or need work with your policies and procedures or a combination of issues.
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*En reprise
Gouvernance | Jacques Grisé 
I have a fairly long experience of Boards, and of Executive Committees, in non-profits in Canada. I cannot speak of cooperatives since I have never been on Boards.
Of course, as all others say, the Board is accountable. However, except for very small organisations, I have found that having an EC is quite useful in most cases.
I would add that with a Board made up of volunteers (which is always the case in non-profits here) having an Executive Committee to decide on secondary management issues, allows the Board to discuss in more detail stratigic and policy issues.
Othewise, two things can happen. 1. Micromagement by the Board leaving no time to discuss strategy (unless the Board meets often and for many hours each time). 2. The CEO can become too «powerful». This can easily happen since the CEO decides in fact the Agenda of meetings, provides all info, etc.
The governance rules have to be extremely clear. What is the exact mandate of an EC when one is in place. And I woujld add that the Board members also understand well their role. The role is not to manage in detail.
From experience, I have learned that is also as important as the role of a CE. How the Board interacts with the CEO is also important. Practice tells me that the Chair of the Board needs to have a formal relation with the CEO to discuss regularly all matters since the Chair represents the Board members that have the formal legal responsibiliy. Of course, this is the case when governance is OK. The worst and most dangerous situation would be of a stong CEO controlling the Chair of the Board.
In most, or pratically all cases I know, the Minutes of the EC meetings are given formally sent to the Board members (or given as information in each Board meeting).
And I would add something we have started putting in place in some organisations. Having a governance committee, with members of the Board, the CEO, but also a member at large, that every 3 years or so, sits down and examines the situation. Are we giving to much responsibility to the EC? Not enough? Should we have a trainsing session with an external person to evaluate what is positive, what are the weaknesses, etc
The worst would be to act as usual, without taking a step back and examine how things are going. .