It can be challenging for a large board of directors with a variety of backgrounds and experiences to come to a consensus on the many issues that require attention. An executive committee lets members to deal with some of the smaller, urgent matters without having to wait for an all-board meeting. An executive committee is not a substitute for the board, and must operate within the boundaries of the authority granted by the board.
Like its name suggests, an executive committee is an extremely small group of top executives and board officers, who are given the power to serve on behalf of the entire board in certain urgent circumstances. The executive committee is usually comprised of the chairperson and vice chairman of the board, in addition to other board members. The board may also choose the chairs of the governance and finance committees, the program development committee, and the communications committee to the executive committee, if the bylaws allow it.
The executive committee is accountable in setting priorities that must be resolved by the board. It also provides feedback to the CEO on a regular basis and conducts research into new trends technology, markets, and technologies and manages the culture of the workplace, implements change management and evaluates the CEO’s performance. The executive committee is accountable more than the board and must be able to make rapid decisions in the event of an emergency.
If the executive committee is too dependent on its own decisions, or if one group is deemed to be more important than others, then it’s time to reformulate the structure of the board. Shaylyn King is a senior associate at Caveat which specializes in corporate and commercial law. She holds an LLB (cum-laude) from Wits University, and was admitted to the Bar in 2008.