Fred Wilson venture capitalist and Co-Founder Union Square Ventures
The Board’s primary job “is providing strategic advice, accountability and feedback to the CEO and the management team.  [It also] provide[s] oversight on  financial statements,  compensation plans and [ongoing Board maintenance].
 A [key question] is “when is a Board big enough to need committees?” [for these responsibilities]. A three person Board should not have committees.  A five person Board could have committees and should [if there’s much audit and compensation work]. A [seven+ person Board] should  have committees.”
The 3 most common committees are: audit, providing CFO function oversight and related issues; compensation, providing oversight creating and managing compensation plans, especially for the CEO and senior management. Its goals are “to attract and retain the best talent [possible yet insure compensation isn’t so generous it results in a loss of shareholder value to management and employees]”; and governance, which oversees Board composition and other “self-governing” matters.
“[Wilson likes] three person Board committees with one chair and 2 other[s], [believing it most efficient].  Strong, well led [engaged] committees  make for better Boards” because they handle necessary logistical work. That frees the Board to offer substantive strategic guidance “where Boards can add the most value”. Fred Wilson The Board Of Directors: Board Committees, Apr 9, 2012;