Factions or political parties do exist on the Board. There are generally two groups, and they typically break down along these lines: directors who have served or led Goldbelt for over 30+ years, and those that align with them; and the next generation of directors, who are trying to institute new ideas and new approaches. I’m a part of the latter group, although I follow my conscience with every vote, and always prioritize what’s in the best interests of the Shareholders above all else.
What happens after Board reorganization during the first month of post-election/annual shareholder meeting? Typically, the Chair assigns the Committee on Committees (COC) to review and recommend committee assignments of directors. Having a majority on the Board allows a faction to consolidate political power within each committee.
The new majority will distribute and assign the minority directors across the following standing committees: Budget & Audit (B&A), Nominations & Elections (N&E), Investment, Lands, and Shareholder Relations.
Political Parties & the COC Assignments
Typically, the new majority ensures that its members hold a majority within each committee. Why is this important? If a chair or the new majority has a vision of issues or new initiatives it would like to see in the next twelve months, then the COC Chair strategically places directors across committees, allowing for a smooth review and recommendations of their top priorities to the full Board.
Also, the COC Chair will assign directors based on their strengths and experience. When I was first elected to the Board, I was fortunate to be assigned to the Investment and B&A committee, leveraging my business experience.
Also, newly-elected directors are automatically assigned to the N&E Committee. This assignment is standard practice; however, the year I was elected, one of the other directors who was re-elected opted out of serving on the N&E Committee. I presume she opted out because this is the most political committee out of all committees. It’s one that causes inevitable conflict at the board level.
After the committee assignments are set, and then during the first Board meeting, the Chair has committee assignments on the agenda. At this time, the directors in the minority do not know which committees they will serve on. During the second year of my term when my political party became the minority, one of the older directors was very kind and excited to tell me before the board meeting that I was assigned to the committees that I probably wanted, which was the Investment and B&A committees. (Sidebar comment: I always enjoyed my private moments with this director. She would take time out to mentor me and privately give me her perspective on the issues at hand.)
During this board meeting agenda item, the COC Chair shares the assignments with the full Board. There’s a motion to approve. The majority has the votes, and then the committee composition passes. Interim committee chairs are also assigned, so when each committee meets for the first time, they elect a committee chair, which is usually the interim chair.
During the second year of my term when my political party wasn’t the majority, I was honored to be considered a nominee to remain as Investment Committee chair. However, I chose to co-chair with one of the new majority members, since I had a busy work schedule for the coming year. More importantly, I saw it as a way to bring both parties together on one of the most important committees responsible for the approving future revenue opportunities for the corporation.
Master Calendar of Board Workload
When I was Chair, Rick was the COC Chair. I also chose to work with him on the scheduling of agenda times across the committee calendar, expanding the COC role from committee assignments. Rick also contributed to the timing of when the issues would be addressed in committee, and then board level. To manage the board workload, I created a work tool to manage and schedule agenda items for the following:
- Budget & Audit – standing committee
- Nominations & Elections – standing committee
- Investment & Lands – standing committee
- Executive – standing committee of board officers
- Shareholder Workforce Development Task Force – ad hoc committee
- Strategical Planning Management & Oversight – new committee-of-the-whole
- Alaska Operations Quarterly meetings – standing meeting
- Federal contracting/8(a) LLC quarterly meetings – standing meeting
- Regular board meetings – standing meeting
- Special board meetings – meetings as needed
On a regular basis, I reviewed my schedule with the Vice Chair, COC Chair, and CEO to plan for meetings. While my agendas were aggressively timed, the Board managed to make progress on a monthly and quarterly basis up to December 2015. Also as Chair, I recommended a new committee called the Strategic Planning Management & Oversight to provide oversight to Management’s strategic plan. It was approved but added significant workload to the Board.
Hardest-Working Board of Directors
During my time as Chair, it was the hardest working board in my three-year term. I admire my former fellow directors’ commitment to shareholders to serve at a moment’s notice or plan annual leave in advance of monthly and quarterly meetings. We had monthly standing committee meetings, but also had at least one quarterly meeting or Strategic Planning Management & Oversight meeting in addition to a board meeting.
Directors who have jobs had to take annual leave or time off to attend all these meetings since some were during their work day. The common bond between both political parties is the commitment to attend nearly all committee, ad hoc, quarterly, board, and special board meetings to ensure they’re prepared to discuss and vote on an agenda item after it’s gone through committee.
So, that’s what’s in the black box of how Committees are assigned at the board level. This is where political parties lay the board infrastructure for moving issues through the committee system for board consideration.