January 2019

Member query:

How common is it to have an Executive Committee of the board and what are its most important roles?


Reply from Cathy Trower:

A 2005 report from NAIS says that “practically all school boards (98 percent) include a finance committee and a development committee (94 percent). The overwhelming majority (at least eight-in-10) also have an executive committee, a governance/nominating committee, and a committee for buildings and grounds.” It is crucial that the Executive Committee not usurp or undermine the work of the board; it is essential that this committee not create a two-tiered board with an “in-group” and a disenfranchised “out-group.” The most important roles for the Executive Committee are these: (1) serve as a sounding board for the Head of School on emerging issues, problems, and opportunities; (2) act on behalf of the full board in the event of a crisis that requires action without time to convene a full board meeting; (3) assist the Head of School and Board Chair think through board meeting agendas; and (4) oversee the Head evaluation and compensation process. Bylaws should clearly state what the Executive Committee does and does not do. In the latter category, the Executive Committee cannot/does not, on its own, amend bylaws, hire or remove the Head, obligate the school to new debt, sell or acquire a major asset, remove a board member, etc.


Part 2 Member Query:

For schools that do not have Executive Committees, how do they manage performance evaluation and compensation administration?


Reply from Cathy Trower:

Typically, if no Executive Committee, the Head evaluation and compensation would be handled by the Board Chair and perhaps one or two other Board officers. It’s good practice to involve more than just the Board Chair but not have too big a group.