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 ke