Most independent and international school boards have an Executive Committee whose members consist of the officers. It is important to have an Executive Committee both as a sounding board for the head and to respond quickly when decisions need to be made at times when the full board cannot be consulted.

However, when that committee also includes the chairs of the subcommittees of the board, the Executive Committee can become too large. When it becomes as large as 40% to 50% of the board members, the remaining may feel like second class citizens with few opportunities to have a voice or make a meaningful contribution.

The Head Support and Evaluation Committee is a crucial one which most boards still lack.

This committee, usually the chair and two other board members, oversees the head’s contract renewal as well as the annual compensation review and the head evaluation process.

The Governance Committee, also known as the Committee on Trustees or the Nominating Committee, is probably the most important standing committee of the board. The chair should be the person who is the most highly respected member of the board after the board chair. This committee is the gatekeeper for the entry of new board members and its performance (or lack thereof) can enhance or truly undermine a board.

The Governance Committee is responsible for cultivating a pool of prospects, i.e., having 10 to 15 potential board members waiting in the wings although they do not know they are under consideration. There should never be on the school website the name of a person on this Committee to contact if one has an interest in serving on the board. This may attract someone with an ulterior motive rather than someone with a genuine, unbiased interest in serving.

The Governance Committee is also responsible for screening potential candidates carefully, including assessing their support for the head, whether the board members’ spouse or partner may be a potential problem, and whether a candidate seems to be overly focused on a single issue.

This Committee also invites prospects which means gauging their level of interest, their willingness to give time and money and their ability to take off their parent hat when dealing with the best interests of the school.

The Committee should also sponsor new member orientation and annual governance training. Orientation should not be just a review of the articles of incorporation and bylaws. It should include, at a minimum, a history of the school, a financial overview, key facts and figures, the principles of good practice, the signing of a conflict of interest statement and a statement of confidentiality. It may also include a frank discussion of  prior crises which previous boards may or may not have handled well.  It is not surprising that board members often criticize new member orientation and governance training as being inadequate.

The Governance Committee is responsible for evaluating the chair, the board itself, and each member whose term is coming up for renewal. This includes honestly assessing a board member’s attendance and ability to follow board protocols and guardrails consistently. Most boards never do this exercise.

Finally, this Committee has the responsibility for warning board members of misbehavior. The best disciplinarian is often a colleague/fellow board member who reminds the errant member of the appropriate rules of board conduct. This Committee may recommend to the board chair the removal of a member who has been warned but has not changed his or her behavior.

It is appropriate to have these additional committees: Finance, Investment, Advancement, Strategic Planning, and a Facilities Committee. It is also fine to have an Investment Committee and possibly a separate Audit or Risk Committee. Today most boards have a DEI or similar Committee.

What Subcommittees are Not Needed and Problematic?

There should be no Education, Academic, Personnel, Student Life, Athletic or HR Committees. Often, a Marketing Committee is unnecessary as well. Subcommittees like these function in the realm/turf of the head and are often misused and misunderstood by the staff and even the board itself. They are an open invitation to cross boundaries and channels and muddy the waters of healthy board governance.

In general, the more subcommittees that exist on a board, the more dysfunctional the board becomes because a plethora of board committees is an indication that the board is moving into micromanagement.