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