It can be a challenge for a large board of directors with different backgrounds and experiences to decide on the many issues that require attention. An executive committee can allow members to deal with some of the smaller, urgent matters without waiting for the full board meeting. An executive committee is not a replacement for the board and must operate within the confines of the delegated powers granted by the board.
An executive committee, as the name implies, is a smaller group made up of senior executives and board officers who are given the authority to act in urgent situations on behalf of the full board. The executive committee is usually comprised of the chairman and vice chairman of the board, in addition to other board members. It is possible for the board to select chairs from the governance, finance programs development and communications committees to the executive committee as long as the bylaws allow it.
The executive committee is responsible for setting priorities that will be resolved by the board. It also gives feedback to the CEO on a regular schedule, conducts research into emerging trends market, technologies, and trends, manages workplace culture, implements change management and evaluates the CEO’s performance. The executive committee is responsible to a greater degree than the board, and must be able rapid decisions in the event of an emergency.
If the executive committee becomes too dependent on its own decisions, or if one group is given precedence over others It’s time to reformulate the structure of the board. Shaylyn is a senior attorney at Caveat, with a specialization in corporate and commercial laws. She has an LLB (cum-laude) from Wits University, and was admitted to Bar in 2008.
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