A governing body is the broad term used to describe a group of individuals who have been given strategic, legal and fiduciary authority over any organisation or institution.
In a private company, we call them the board of directors, and in a fund, we call them the board of trustees.
In a municipality, we call them councillors, and in a government, we call it them a cabinet.
The point is, for the proper functioning of a collective body, there will always be a select few who manage that institution on behalf of many, and they must do so in a specific way and in the best interest of that entity and the people it was created for.
That is the essence of governance.
One of the fundamental principles in this arrangement is the concept of a subcommittee.
This principle states that a board may delegate specific duties to committees, but the governing body retains ultimate accountability for their actions.
The whole point of a subcommittee is to handle the detailed and technical areas of oversight, particularly in specialised areas such as audit, risk, remuneration and ethics.
Of late, there is an increasing trend of establishing a subcommittee along the lines of the core business activity, which I support wholeheartedly.
However, it is time to discuss the various powers and power balances of subcommittees and how that affects the overall functioning of the board.
When a subcommittee becomes too powerful or overly technical, the full board struggles to challenge its findings and become a rubber-stamp level.
Conversely, if a subcommittee is too weak, it fails to filter the noise, resulting in protracted board discussions and frequent work being referred back.
There must be a balance.
