Some plan sponsors believe that holding committee meetings automatically makes them good fiduciaries. I’ve sat through enough meetings to know that’s not true. A calendar invite doesn’t fulfill fiduciary duties. What matters is what actually happens in the room—and what gets written down afterward.
Too many committees meet just to meet. They review reports nobody understands, listen politely to providers who never get challenged, and approve recommendations without asking hard questions. Then they congratulate themselves for checking the fiduciary box and move on until the next quarterly meeting. That’s not governance. That’s theater.
ERISA doesn’t require perfection, but it does require process. A good committee meeting involves engagement. Why are fees structured this way? Why is this fund still on the lineup? Why hasn’t participation improved? Why are forfeitures being used—or not used—in a particular manner? Silence is not prudence.
Documentation matters just as much as discussion. If it’s not in the minutes, it might as well not have happened. I’ve seen excellent fiduciary decisions undermined because no one bothered to memorialize the reasoning. Plaintiffs’ lawyers don’t attack intentions; they attack paper—or the lack of it.
Committee meetings should be purposeful, focused, and honest. Sometimes that means uncomfortable conversations. Sometimes it means telling a long-time provider that change is necessary. That’s not disloyalty; that’s fiduciary responsibility.
Good fiduciaries aren’t defined by how often they meet. They’re defined by the quality of the decisions they make when it counts.
