Other committees

Committees to consider

The previous sections covered a few of the main committees that sports organisations may find useful. However, there are many more committees that you may consider, depending upon your needs and circumstances. Also known as ad hoc committees, these are often formed for a specific task, purpose or objective with clearly defined deliverables. Where they are related to a specific task or purpose, they are dissolved after the completion of the task, conclusion of the purpose or achievement of the objective. Membership may, or may not, include board members, depending on the purpose as well as the skills and experience required.

A board can constitute a committee for any purpose to act on their behalf, noting that the responsibility for delivery may be delegated, but the ownership remains with the board. The board is not there solely to coordinate or manage a group of committees and should identify and, wherever possible, retain core responsibilities themselves.

Clarity of purpose as documented by the terms of reference of the committee and scheme of delegation is an imperative that will ensure that committee members are clear on its purpose and focus on any defined deliverables. Where a committee is being set up for a specific purpose, it is even more important that this purpose is clearly documented and agreed. Without this, the committee may extend its remit beyond the expected purpose, may become less effective, and as a result, will frustrate both the board members who saw value in its creation and members who are lacking direction.

Purpose-specific committees are often, but not always, time-limited. These committees are implemented by the board to deliver on a specific project or purpose. In these instances, the terms of reference must be clear on the role and responsibilities, the authority of the committee to take decisions, the escalation points for referral to the board and the purpose of its creation. It should also detail any deliverable milestones and the timeline for the committee itself. Examples would include an HR organisational committee to lead a company re-organisation, an incident-driven committee to follow up on a data security breach, or a relocation committee if a company is moving to new premises or consolidating locations.

Committee versus project

It is important to differentiate a formal committee constituted by a board of directors and a project team set up for a specific purpose.

• Specifically, a committee of the board should have a board member taking responsibility for the committee, usually through being appointed the chair of the committee. By undertaking this role, they are the interface between the two forums and are able to ensure that the committee maintains its focus on the defined deliverables. This board representative may be an executive or an independent director or a combination of the two if more than one individual is involved.

In general, a committee is implemented to oversee or progress a delegated responsibility of the board working under clear, documented terms of reference. Meetings are formally documented with progress reported back to the board on a regular basis. Committees frequently bring in members from across functions, departments, and divisions of an organisation, as well as appointing external members. This ensures that the membership is broad in experience, knowledge and expertise.

• A project board or team has a similar narrow focus but is usually set up for a single, time-limited purpose. It will primarily be composed of members from a specific function, division or geography with the deliverables centred within that area. It will have a project definition and project plan and may report progress to a member of the board or board contributor who, in turn, will include it within their wider board reporting. In larger organisations, there may be a centralised project team providing support, frameworks, governance, reporting and project expertise. The focus will be on the delivery of the defined purpose with milestones tracked and regular project updates communicated to stakeholders. Unlike a committee, project meetings will focus on the delivery of the project rather than discussion of the purpose, the wider topic itself or the sharing of knowledge.

From a career perspective, the experience of working within a project-based environment is a positive grounding for future committee membership, given their similarities related to defined purpose and structure.

When setting up a committee the board should first consider whether a project team would be better placed to deliver on the requirements. Is the purpose narrow in focus and only related to one geography, function or division? Will it only be composed of internal members? Will it be time-limited? Does it have sufficient breadth of purpose to warrant direct reporting to the full board of directors or should it be a subset of the responsibilities of one executive director? These and other questions may assist the board in deciding on the format of the requirement.

Operational practicalities

The terms of reference of a committee would mirror those of the standard committees discussed previously, defining purpose, responsibilities, authority, membership, quorum and other practical aspects.

Standard administrative terms should mirror those of the board, including support of the committee. By reviewing and documenting the duties of the proposed committee, the board will be able to agree a clear purpose that can be monitored for delivery. It also gives a written framework for discussions with potential committee members, as well as supporting the appointment of candidates with suitable experience and recognising why this expertise is required.

If a board meets quarterly, a committee with a specific purpose may meet more frequently. As such, when setting the terms of reference, it should be clear how board input between formal board meetings can be obtained.

• What decisions can the committee make without board consent?
• If board consent is required, is there a subset of the board that is required for a quorum to be met?
• Has the board delegated decision-making to the chair of the committee if they are also a board member?

If a committee is scheduled to meet frequently, careful consideration should also be given to attendance and the quorum for each meeting:

• Can subsets of the committee meet to discuss specific items?
• Does the chair always have to be in attendance and, if not, who is the role of chair delegated to?
• If the role of the chair is delegated, does this delegated person have the same decision-making authority as the committee chair?
• Alternatively, if the chair of the committee is the only representative of the board on the committee do they, as an individual, hold the sole authority to make decisions?
• If so, should any absence by this individual be covered by an alternative member of the board instead of a member of the committee?

Ongoing monitoring

As with all committees, it is important that the board continues to monitor the effectiveness of the committee in its actions as well as its relevance of purpose. Often the purpose of the committee, once constituted, will change as factors influence and develop. The committee itself should monitor its purpose and contribution, formally documenting, at least annually, that this has been done and that the terms of reference are still appropriate. They should inform the board as to their considerations and the outcome. This is particularly important where the committee believes that their terms of reference should be adjusted or extended to meet updated focus.

By undertaking this, they will ensure that their contribution and discussions are recognised and accepted by the board as providing valuable support.

The board itself should also consider the contribution of each committee, their interrelations on topics and the purpose of their implementation. Should the committee remain in place or should the board resume direct ownership of the topic? Should the remit of the committee be extended to incorporate other areas of consideration? Would part of the focus of one committee be better covered by an alternate committee as the topic changes in direction and deliverables?

The board should also review committees aligned to board membership and attendance at committees. For example, if board membership changes, new appointees may not necessarily have the same skills as the board member they are replacing. Where the retiring board member is also a committee member, the board should consider if the newly appointed board member should act in the committee role as well or whether an alternative board member should be appointed. This interrelation between board changes and committee membership should be incorporated in the considerations undertaken by the nomination committee.

Subcommittees

In larger organisations or those with multi-locations, geographical spread or specific sporting disciplines, it is common for subcommittees to be implemented to have oversight and responsibility of a specific division or geography. These subcommittees are subsets of the main committee, the latter being constituted by the board. Their purpose is to have a local smaller oversight based on the same framework as the main committee.

In the same way that the main committee would have a representative of the board as a member, these subcommittees would have a member of the main committee as a member or, as a minimum, an attendee. Their constitution and focus would mirror that of the main committee, reflecting the core terms of reference.

Subcommittees may be implemented for a variety of purposes, including:

• to take a specific project, task or responsibility of the main committee and provide more in-depth focus on behalf of the main committee. In this way they are acting in the same way as an ad hoc committee of the board
• to take ownership for the responsibilities of the main committee in respect of a particular division or geographical region

The best practice for the implementation of a subcommittee is to ensure that the roles, responsibilities and delegated authorities from the main committee are clearly documented and agreed upon by each forum. This enables the subcommittee to be effective in its actions and provides clarity on the division of responsibilities between the two forums. In effect, the terms of reference of a subcommittee are those of the main committee with the removal of any specifics that remain at the main committee level.

Membership of the subcommittee may, or may not, include representation from the main committee to which it is a sub-part. Where there is main committee representation, this individual is able to ensure that the differentiation between the two forums is maintained with no duplication or overlooked areas for consideration. An alternative is for a main committee member to be included by invitation as an observer and/or contributor without the responsibility of being a full subcommittee member. This may be most useful for subcommittees implemented across geographical regions enabling the contributor to attend when in the location or alternatively remotely.

The subcommittee should report into the main committee as part of their meeting reports, escalating any matters that require further input from the main board or greater resources. The main board should also cascade knowledge, actions and guidance on a regular basis to ensure both forums remain current and aligned.

General

As with all committees, it is imperative that the purpose of the committee and its deliverables are clearly explained and documented. It is not the committee’s responsibility to agree the purpose of the committee or change a decision made by the board. For example, if the board has decided that it is in the company’s best interests to reduce the workforce considerably, an HR Committee can be instigated to implement the decision, not to renegotiate it. Similarly, if the board has decided and agreed to consolidate facilities, the decision itself is not a discussion for a committee.

When setting out the terms of reference for a subject-specific or time-limited committee, it is important that the ability for the committee to make decisions is clear and when further approval is required from the board. The chair of the committee should be mindful of this at all times and will function as the intermediary between the two. This is particularly important if an ad hoc board meeting is required to give approval for an urgent action to be taken by a committee.

Conclusion

As can be seen throughout this section, there is a breadth of differing committees implemented by organisations depending on the requirements of the board. These may be short-lived or permanent. The overriding requirement is that the purpose of the committee is clearly documented and understood both by the board and the committee itself.

When effectively governed, a committee of the board can add enormous value to the ability of the board to discharge its duties, bringing added expertise and time to commit to the topic identified. However, if not carefully constituted and governed, a complex or wide-ranging committee structure can have a detrimental impact on the board and the organisation, delegating too widely and resulting in the board struggling to have clear oversight. The key is to ensure that a committee structure continues to add value, has robust governance and develops with the needs of the board and the organisation as a whole.

Smaller organisations may also benefit from considering the implementation of a committee to take pressure from the board. As can be seen, committees can be implemented for any purpose decided by the board, as long as they are governed effectively and add value. Where there may be limited resources available to implement or maintain a full committee, the use of term-limited committees can provide short-term relief for the board, as well as gaining broader input into a specific topic from the wider business. The board of smaller organisations should not shy away from considering implementing a committee if it adds value to themselves or the organisation. As long as the implementation is efficient and the remit is clear, the benefit can often be seen relatively quickly.