Last week, I began exploring the phenomenon of the tail wagging the dog, which is that time of the year when management leads its board by the nose ring. I cited the example of board committees that were not meeting during the board calendar year and placed the blame squarely on the indolent feet of the board committee chair and her equally lackadaisical board chairperson.
A reader who is an old and deeply respected corporate governance colleague of mine sent a thought-provoking response to my piece which I will paraphrase here: “I disagree on the functionality of committees and who is to blame when committees are dysfunctional. Who generates committee business? Except for the audit committee, it is the CEO. Not heads of business units like in the cited examples of HR, Finance etc.
