It can be difficult for an entire board of directors with diverse backgrounds and experiences to decide on all the issues that require attention. A small, urgent problem can be addressed by an executive committee without waiting for an annual board meeting. Executive committees are not a replacement for the board, and must operate within the confines of the authority granted by the board.
As the name implies, an executive committee is an extremely small group of top executives and board officers who are granted the authority to represent the entire board in particular urgent circumstances. Typically the executive committee is comprised of the chairperson and vice-chairperson of the board, plus other members of the board. The board may also nominate the chairpersons of the finance and governance committees as well as the program development committee, and the communications committee to the executive committee if the bylaws permit it.
The executive committee is responsible in setting priorities that must be decided by the board. It also gives feedback to the CEO on a regular basis as well as conducts research into the latest trends, technologies, and markets, manages workplace culture, implements change management, and evaluates the CEO’s performance. The executive committee is responsible more than the board, and must be able to make quick decisions in an emergency.
If the executive committee is dependent on its own decisions, or if a particular clique is given priority over others It’s time to redesign the structure of the board. Shaylyn King is a senior associate at Caveat that specializes in commercial and corporate law. She is a graduate of an LLB (cum laude) from Wits University and was admitted to the Bar in 2008.