"Addressing the Challenges of Expanding Board and Committee Agendas" shares some thoughtful insights from Fortune 500 Audit Committee Chairs and Nom/Gov Committee Chairs gleaned from an October 2018 meeting convened by the NACD, KPMG, Heidrick & Struggles, and Sidley Austin.
Particularly noteworthy is the discussion about how boards are increasingly using ad hoc committees to address their expanding oversight responsibilities - specifically to, for example:
- Address particularly time-intensive and time-sensitive issues, such as M&A transactions, securities offerings, litigation, CEO or other executive searches, and activist investor challenges
- Address complex issues such as pricing, special transactions, and debt offerings
- Alleviate Audit Committee and other standing committee workload pressures
- Address skills/expertise needs that are not presently represented on any one of the existing standing committees
- Explore the desirability of creating a new, "permanent" standing committee
Meeting participants advised companies considering this approach to ensure that the ad hoc committee's charter, purpose and timing (e.g., sunset provision) are clear, and that the board remains informed of the committee's activities.
Other share-worthy reminders include conducting rigorous committee charter reviews for accuracy and ongoing relevance, as well as to identify potential areas of overlap; duties and responsibilities that may warrant restructuring, reallocation or delegation; and opportunities for coordination and cooperation among the various committees.
See how companies commonly allocate key risks among the full board and its committees in the the Society/Deloitte Board Practices Report, and access additional information & resources on our Board Committees page. This post first appeared in the weekly Society Alert!