At most companies, each board committee has a “staff officer” who works with the corporate secretary to coordinate agenda and materials for the committee meetings. The “staff officer” has a background that matches the committee’s role – the controller or internal auditor for the audit committee, someone in HR for the compensation or human resources committee. Typically, the governance committee falls to the corporate secretary.
These staff officers are key teammates for corporate secretaries – and are key to committee effectiveness. Working together, they can ensure that agenda are well-crafted and committee time is well-spent.
They can also work together to see that committee briefing materials are well-prepared. They should acquaint preparers with any “norms” that have been set for board briefing materials (e.g., decks not memos, not more than 12 pages, text must be at least 14 pts, each page must have a clear purpose stated at the top). They should help colleagues know their “audience.” Help them understand the role of the board and that preparing materials for the board is different from preparing materials for management.
They can also leverage their experience and expertise to coach employees who are attending a committee meeting for the first time or will need to deal with a particularly contentious issue on the agenda. Some committees are looking for a “presentation,” but most are looking for “discussion.” Helping those employees understand how to prepare for a discussion with the committee will make the employee more confident going into the committee meeting and the committee meeting more effective. Helping those employees can also help those employees’ careers.
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