It can be a challenge for an entire board of directors with different backgrounds and experience to make a decision on the many issues that require attention. An executive committee lets members to address some of the more urgent, smaller issues without waiting for an entire board meeting. However the executive committee can’t replace the board of directors. It must function within the boundaries of the delegation it receives from its board.
An executive committee, as the name implies, is a smaller group consisting of senior executives and board officers who are given the power to act in emergency situations on behalf of the full board. Typically the executive committee comprises the chairperson and vice chairman of the board, as well as other members of the board. It is possible for the board to appoint chairs of the governance, finance programs development and communications committees to the executive committee, in the event that the bylaws permit it.
The executive committee is responsible for establishing priorities that will be decided by the board. It also gives feedback to the CEO on a regular basis and conducts research on emerging trends, technologies, and markets, manages workplace culture, implements change management and assesses the CEO’s performance. The executive committee is responsible more than the board and must be able to take quick decisions in an event of need.
If the executive committee is becoming too reliant on its own deliberations, or if a certain group of people consistently has a higher priority than others, it is time to consider how to change the board structure. Shaylyn is a senior attorney at Caveat, with a specialization in corporate and commercial laws. She holds an LLB (cum-laude) from Wits University, and was admitted to Bar in 2008.