The role of Subcommittees – a vital role in the governance of a company. Michael Tait elaborates on their significance.

Subcommittees play a crucial role within organisations and institutions, serving as smaller working groups that concentrate on specific topics or areas of responsibility. Instrumental in promoting efficiency, these subcommittees also play a pivotal role in achieving collaboration and effective decision-making.

With their unique expertise and dedicated efforts, subcommittees significantly contribute to the overall success and functioning of the larger organisation.

Exploring the essential role of subcommittees sheds light on their importance in accomplishing organisational goals. Let’s examine the invaluable contributions of these smaller yet mighty groups.

Role of Subcommittees

Companies have subcommittees for numerous reasons

Companies establish subcommittees within their boards for several reasons, each aimed at improving the efficiency, effectiveness, and specialised focus of board activities. These committees, overseen by a chairman, not only supervise activities but also direct assignments and manage the reporting of the committee.

Furthermore, individual committees ideally consist of members who specialise in the subject area, such as experienced finance professionals for the Finance Committee and individuals well-versed in risk management for the Risk Committee.

Workload Distribution: Boards often contend with a substantial workload; consequently, committees play a pivotal role in distributing responsibilities among board members. This, in turn, fosters a more thorough examination of issues and contributes to enhanced decision-making. Importantly, the main board must ensure the delegation of significant issues and tasks to the relevant subcommittee.

Efficiency: Operating independently to address specific issues, committees can significantly reduce the time and resources required for discussions in full board meetings. This streamlined approach, therefore, leads to more efficient decision-making processes.

Strategic Planning: Subcommittees focused on strategic planning are adept at developing and reviewing the organisation’s long-term goals more effectively. They can dedicate time and attention to crafting strategies that align seamlessly with the company’s mission and vision.

Risk Management: A dedicated risk management committee plays a critical role in identifying, assessing, and addressing potential risks. This ensures that the board gains a comprehensive understanding of the challenges the organisation may face, with the added benefit of members of the Risk Committee having experience in assessing risk.

Governance and Nominations: The governance or nominations committee handles board member recruitment, assessing the skills and qualifications needed. Additionally, it ensures that the board’s composition aligns with the organisation’s goals.

Compliance and Ethics Oversight: Committees focused on compliance and ethics ensure that the company operates within legal and ethical boundaries. They take on the responsibility of developing and implementing policies to guide ethical conduct.

Accountability and Oversight: Subcommittees serve as a mechanism for oversight and accountability in specific areas. For instance, an audit committee can diligently monitor financial reporting and internal controls, providing an extra layer of scrutiny.

Flexibility: Subcommittees offer flexibility in addressing specific issues as they arise. Rather than involving the entire board, these specialised groups can respond quickly to emerging challenges or opportunities.

Confidential Discussions: Smaller subcommittees may facilitate more candid and confidential discussions, especially in sensitive matters such as executive compensation or succession planning.

Adaptability to Industry Needs: Recognising that different industries may require unique expertise, subcommittees empower companies to tailor their governance structure to industry-specific challenges and regulations.

Overall, the role of subcommittees is to manage the complexity of modern businesses by promoting specialisation, efficiency, and strategic focus in addressing various aspects of corporate governance and management.

Here are some typical subcommittee focus areas

Finance Committee: Responsible for overseeing the organization’s financial matters, including budgeting, financial reporting, and audit processes.

Audit Committee: Primarily focusing on financial audits, the Audit Committee ensures the accuracy of financial statements, compliance with accounting standards, and the effectiveness of internal controls.

Compensation Committee: With a key role in reviewing and approving executive compensation, including salaries, bonuses, and other benefits, this committee is also responsible for evaluating and recommending compensation structures.

Risk Management Committee: Holding the role of identifying and assessing potential risks to the organization, the Risk Management Committee develops strategies to mitigate these risks, and it may also be involved in crisis management.

Compliance and Ethics Committee: Serving the role of ensuring that the organization operates within legal and ethical boundaries, this committee may be responsible for reviewing and implementing policies related to compliance and ethical conduct.

The role of subcommittees can overlap. Some organisations may have additional or different subcommittees based on their specific needs and challenges. Regularly assessing their structure, boards must adjust the composition of subcommittees as the organization evolves. In my experience, subcommittees facilitate deeper and more thorough evaluations and recommendations on key issues.

The role of the subcommittee Chair

The role of the Chair of a subcommittee is to lead and facilitate the activities of that specific subcommittee within a larger organisation or legislative body. A subcommittee, being a smaller group formed to focus on a particular issue or set of tasks delegated by the main board, requires the Chair to play a crucial role in ensuring the subcommittee functions effectively and accomplishes its objectives.

Key responsibilities of the Chair of a subcommittee include:

Leadership: Providing leadership and guidance to subcommittee members, the Chair is responsible for setting the agenda, establishing goals, and ensuring that the subcommittee stays on track.

Facilitation: Leading meetings, discussions, and decision-making processes within the subcommittee, the Chair encourages open communication, manages conflicts, and ensures that all members have the opportunity to contribute.

Organisation: Taking responsibility for organising and coordinating the subcommittee’s activities, the Chair schedules meetings, sets priorities, and oversees the completion of tasks.

Communication: Acting as a liaison between the subcommittee and the main board, the Chair reports progress, shares recommendations, and communicates any issues or challenges to the higher authority.

Representation: Often representing the subcommittee in discussions with other committees or external stakeholders, the Chair may also present the subcommittee’s findings, recommendations, or reports to the main board.

Decision-making: Playing a key role in guiding the subcommittee through the decision-making process, the Chair may have the authority to cast a deciding vote in the event of a tie and is responsible for ensuring that decisions align with the overall goals and policies of the organisation.

Coordination with the Main Committee: Collaborating with the main board or governing body, the Chair ensures that the subcommittee’s work aligns with the overall mission and objectives of the organisation.

The Chair of a subcommittee is in a leadership role that involves guiding the subcommittee’s activities, fostering collaboration among members, and representing the subcommittee within the larger organisational structure. Effective communication, organisation, and decision-making skills are crucial for fulfilling the responsibilities of this role.



Governance Today – Subcommittees