Basics of committees

Introduction to committees

The effective use of committees can broaden the capacity of a board to build and maintain its success, balancing the internal and external requirements of an organisation as it conducts its business.

Committees give your board the opportunity to delegate lengthy or technical discussions, decisions and oversight to a subset of the board with the addition of committee members with specific relevant expertise. They also support your board’s effectiveness by delegating agreed matters to this alternative forum, thus enabling the board to focus on and prioritise their time and expertise.

Whether your organisation takes the legal form of a large company, small company, registered charity or small not-for-profit organisation, delegating some authority from the board to committees can be invaluable, as long as their remit is clear, their deliverables are monitored and effective oversight is maintained. Ultimate responsibility remains with the board. The Code for Sports Governance is explicit in its requirement that organisations must be led by a board that is collectively responsible for the long-term success of the organisation and exclusively vested with the power to lead it.

While a complex committee structure will not be appropriate for many organisations, the Code for Sports Governance’s Tier 3 requirements are clear:

1.23 The Board shall maintain an audit committee and (either on a permanent or an ad hoc basis) a nomination committee unless the particular circumstances of the organisation are such that it is appropriate for the Board to act as the nomination committee.

1.24 The Board shall establish any further committees which it considers necessary to support its work.

The Code suggests other considerations which may be delegated to committees, such as ethics and compliance or sport-specific issues like particular disciplines within a sport.

An organisation’s governing document should be consulted to check whether it confers on the board the power to create committees.

Defining committees

A committee can be defined as a group of individuals appointed by your organisation to act on behalf of, but not instead of, the board of directors, under the framework of defined terms of reference in respect of a particular subject matter with pre-agreed duties and responsibilities. The committee has no direct powers other than those duties delegated in writing by the board.

All committees have a responsibility to act in the best interests of the organisation via their role in supporting the board of directors. Committees are a delegated forum working on behalf of the board and do not act independently. By delegating specific roles, duties and responsibilities, the board does not divest itself of its own obligations and authorities.

Purpose of committees

A committee is set up under defined and documented terms of reference which are discussed, agreed and approved by the board. These terms of reference then constitute the purpose of the committee. Their content must clearly define the remit of the committee as well as any authority delegated to the committee by the board. While the committee may make decisions concerning the role they are performing, they do not have the authority to make decisions on behalf of the board.

Skills and composition

Members of the committee are appointed for their expertise within the specific remit of the committee. Diversity of experience, knowledge and outlook for the board is key to having an effective board, and effective committees. For example, while an audit committee will, by its nature, have a majority of members with an accounting background, diversity of discussion can be facilitated through having members with alternative backgrounds and experience of financial matters.

Composition of a committee is dependent on its terms of reference, the specific drivers to implementing a committee and the nature of the business. It is the contribution of the committee as a whole that brings added value rather than the strength of any one individual. Hence it is important that the committee as a collective body is appointed with individuals bringing complementary skills and knowledge.

The number of members of each committee should be defined, usually by stating the minimum number of members that should be in place at any one time. Consideration should also be given to the size of the organisation, whereby a large committee may not be appropriate for a smaller organisation or for one with a narrow focus. Think about the culture of the organisation and whether this should be reflected in, or challenged through, the composition of the committee.

The terms of reference may also state, for example, that the audit committee membership should include a representative of the risk committee and vice versa to enable transparency across committee work. Consideration should be given to the purpose of the committee and the skills and expertise that would benefit the deliverables identified. Through this, individual members’ attributes can be identified and the number of members that would be required to be able to provide such expertise.

The effectiveness of the committee should also be reflected in its size, given that a large committee membership will drive lengthy discussion and long meetings, potentially resulting in sub-committee meetings. Given this, smaller committees may be more effective in time management and effectiveness, especially if combined with utilising external contributors or sub-committee forums for topic-specific or technical knowledge. Where expertise or skills gaps exist, committees can request experts to contribute and/or attend committee meetings to share their expertise as appropriate. An individual who attends a meeting as a non-member would be documented in the minutes as in attendance ‘by invitation’. They may attend all of the committee meeting or just relevant parts.

Terms of reference

The terms of reference will form the basis for the operations of the committee. Ensuring clarity of content, and that all board members have agreed to such content, is imperative to enabling the committee to be effective.

As a minimum, the terms of reference should include the following general matters:

• the purpose of the committee
• membership
• limits of authority
• chair and secretary
• quorum for decision making
• frequency of meetings
• notice of meetings
• duties
• reporting responsibilities

The terms of reference should set out the purpose and duties of the committee, documenting the remit and responsibilities delegated from the board. It is this that will form the framework of the committee, its discussions and its work. Specifically, they should document any points where the committee has the ability to make decisions independently with notice to, but not prior approval from, the board. Similarly, any areas where prior board approval would be required, or where decision making remains with the board, should be clearly documented. As final responsibility rests with the board, any areas where it is unclear which forum should have decision-making responsibility should default to board level.

The quorum and voting of committees should be defined and a minimum quorum for each meeting should be included, whether in person, via telephone or other electronic means. Having an uneven number of committee members ensures that voting or decision making can be by a majority, although absences may require the chair to have the casting vote. The ability for the chair to have the casting vote, if appropriate, should be documented in the terms of reference.

The practical terms of reference for a committee should mirror those of the board from which they have been implemented, sharing best practice, support functions and timetables. For example, minutes should be of a similar nature and format following your organisation’s preference as to the depth of content and confidentiality.

It is preferable for the company secretary or governance lead to attend and minute committee meetings, although this is best practice rather than a definitive requirement. The benefit is that they can ensure consistency of meeting approach, minutes, administration and terms of reference across multiple committees and forums. They can also then provide feedback to the board, specifically its chair, as to the workings of the committees as individual forums and their interactions between themselves as the combined governance structure of the organisation.

Committee meetings

Once constituted with agreed terms of reference and members, the practical actions of the committee can commence. These are best aligned to the operations of the board to ensure that consistency is seen across the governance framework of the sports organisation. As with board meetings, it is imperative that the meetings of every committee are documented through formal minutes as a record of discussions, decisions and actions agreed.

Each committee meeting should have a set agenda based on the roles and responsibilities identified in the terms of reference. The agenda may have annual actions that should be included as well as those included at each meeting.

The committee chair should take personal responsibility for setting the agenda of each committee meeting, both standing agendas and ad hoc meetings. They should work collegiately with the company secretary/governance lead and administrative support to ensure that the agreed agenda covers all the topics required as well as including any points or actions to be taken forward from previous meetings. The chair should also ensure that committee packs are collated and shared with members in a timely manner.

For further guidance on running effective meetings, check out this section of our knowledge base.

Agenda

Once attendees, absences and conflicts of interest have been noted, best practice is for the actions agreed at previous meetings to form the core of the meeting agenda. This action list should be in a format that identifies all actions agreed at previous meetings, their timetable for completion and the individual responsible for completion. The agenda should also cover any issues that have been raised within reports to the committee or as a result of a committee member’s review of the submission.

Agenda items should follow any new urgent actions or issues to address, followed by review, update and discussion based on submitted reports. There are differing views on the benefits of including ‘any other business’ as the final agenda item. You may feel this is a detrimental inclusion as it may extend the length of meetings to accommodate unimportant or superficial matters and that significant points should have been included in the main body of the agenda for discussion. Conversely, it can provide attendees with an opportunity to raise a topic that wasn’t covered within the substance of the meeting and that remains a concern for themselves. You may also note items of concern here, but action to discuss at a later date or the next meeting.

Whether any other business is included as a final agenda item or not, best practice is for the chair to allow sufficient time at the end of each meeting to specifically ask all attendees if there are any final points they would like to raise before the close of the meeting. By doing this, the chair ensures that all members are formally included in the meeting and have had an opportunity to contribute, even if they have not contributed during the main part of the meeting.

Committee chair

Best practice is for the chair of the committee to be a member of the main board so that they can straddle the two forums. They have the key responsibility of ensuring that the committee works within its terms of reference and that it reports effectively to the board. When at board meetings, they will be the main spokesperson for the committee and are able to address any queries arising from the board report that the committee will have presented.

The committee chair should have a one-to-one relationship with the chair of the board, ensuring that any significant or time prioritised issues can be raised immediately in a non-formal way if necessary. The board of the organisation and the committee will have different priorities and focus areas so it’s important that the chair of the committee is able to recognise, understand or be notified of board priorities so that these can be accommodated and delivered by the committee.

The committee should recognise that the board has a holistic overview of the organisation’s business and activities and all committees, so it may direct specific committees to prioritise review of a particular topic that, while not a priority for the committee, may be part of a wider priority of the company. Through this connection, the chair of the committee should also seek feedback on the effectiveness of the committee and any areas where additional responsibility, duties or roles should or could be delegated to the committee to benefit the board.

As a committee chair, it is expected that the individual will have experience of both the subject matter and chairing a board, formal meetings, committees or another similar forum. Knowledge of the subject matter may not be extensive given the members of the committee are those that bring the specific expertise required to drive the discussion and decision making. As an example, it is unlikely that the chair of a finance and audit committee would not have had some exposure to working with finance professionals, appointing auditors or leading internal finance functions to gain and maintain peer respect. It is also likely that they will have formal qualifications in accountancy or another finance-based qualification, although this is not a prerequisite to being effective in their role.

As with the chair of any meeting, they must facilitate the contribution by all committee members. This is particularly important when introducing new or inexperienced committee members who may need support, guidance, coaching or mentoring to be able to contribute at their best in initial meetings. These members, plus experienced or long-standing committee members, by their interaction with each other, and contribution as a collective, form the basis of a robust and effective committee. A successful chair is only as effective as the committee members they lead.

As chair, it is their responsibility to ensure that the committee does not fall into any of the four types of dysfunctional behaviour prevalent in ineffective boards or committees, namely:

1. Group think, of the collective members.
2. Conflict due to different perspectives, background, role or behaviour.
3. Overly operational in focus rather than effective oversight and challenge.
4. Passivity of individual board members or a general tick-box mentality.

They should also monitor the composition of the committee and make recommendations for new members and/or, as the purpose of the committee progresses, the removal of those who no longer have the relevant knowledge or skills to contribute or the availability to commit. As with board composition, committee membership should fulfil the twin aims of maintaining momentum and effectiveness through having experienced members while also addressing new requirements and refreshing the composition. Board effectiveness reviews can equally be undertaken for committee composition aligned to the purpose of the committee, although formal evaluation by external reviewers may not be required.

The role of the chair is multifaceted, and the various responsibilities they have in ensuring that the committee is effective should be taken seriously. They need to have abilities that straddle administration, knowledge, intellect and emotional intelligence. They are both a coach to the members and a leader of the committee.

Some of the skills and responsibilities of a committee chair are comparable to those of the chair of the board. Further details can be found here.

General meetings checklist

Reporting

Committees primarily report to the organisation’s main board given that they are acting on the board’s behalf. Committees should provide a written report to the board for each board meeting. Its purpose is to report, document and evidence the actions of the committee and include details of decisions made, decisions to be ratified or approved by the board and advice to the board for the board to make a decision. Equally, any decisions requested by the committee to be made by the board should be clearly evidenced, including any relevant supporting narrative to support the board in making such decisions.

Submissions to board meetings should be made in good time ahead of the meeting and in a format that is consistent with general board reporting packs.

The level of detail in committee reports to the board is important – day-to-day deliverables of the committee should be documented in committee minutes rather than incorporated in board reports. If full information is provided for discussion at the board level, the benefit of delegation to the committee is lost to the board as discussions and decisions end up being duplicated.

Evaluating committee effectiveness

Committee effectiveness can be measured by the main board of the organisation in relation to their purpose and terms of reference. Boards should establish when forming committees how they will be evaluated and the elements that are important in the evaluation such as timeliness of reports, accuracy of reports, achievement of goals and whether effectiveness and/or efficiency is of concern in the evaluation. An element of self-evaluation by each committee member of the overall committee function and performance can also provide a variety of perspectives to learn from. Evaluation can take place at various points in time of the committee function to monitor its function and/or at the end of its work or task.

For more on evaluating effectiveness, see this section of the knowledge base.