Fixing Governance Gaps: Why the Three-Committee Board Structure Is Outdated

Описание: In this episode, Doug Chia sits down with Paul Washington, president and CEO of the Society for Corporate Governance, to explore how public company board committees ended up with the familiar Audit, Compensation, and Nominating & Governance structure and why that structure may no longer match the demands boards face today. Paul explains how the post-Enron regulatory environment solidified the three-committee model and why simply handing emerging issues to existing committees is creating frustration for both boards and management.

Together, Doug and Paul walk through the gaps left by the current structure and outline a practical, step-by-step process to reassess what work is done where. They discuss how clarifying committee responsibilities can streamline board agendas, strengthen oversight, and improve alignment with management. The conversation offers concrete guidance for governance professionals seeking to optimize committee workload, sharpen accountability, and ensure the board is adding value in the right places.

Highlights

00:00 Intro
00:40 Meet the guest: Paul Washington
01:00 Why the three-committee structure may be outdated
03:20 Why independent directors became central to committee design
04:20 Major gaps in committee responsibilities under current listing standards
08:30 Integrating stakeholders’ perspectives into the decision making process
12:30 Focusing on opportunities, not just risk
15:40 Blended committees: maximizing the value of the board
17:10 Are boards today overwhelmed by monitoring responsibilities?
21:20 The five-step framework for thinking and redesigning committee structure
23:40 Considering how the board and committees can add value
32:00 Why board committees are still treated strictly as monitoring bodies
35:00 Why do boards resist the idea of creating new committees
41:00 Companies with more than three committees
42:50 Analyzing the value of a committee
44:20 The public policy committee
46:20 Closing thoughts