When an organisation has a large board that includes a variety of experience and backgrounds it can be difficult for the board to take decisions regarding all issues that require attention. A small, urgent issue can be addressed by an executive committee without waiting for an annual board meeting. However an executive committee can’t replace the board of directors. It must work within the limits of its delegation from the board.
Like its name suggests, an executive committee is an extremely small group of top executives and board officers that are granted the authority to serve on behalf of the board in specific, urgent circumstances. The executive committee is usually comprised of the chairperson and vice chairman of the board, as well as other board members. The board may also nominate the chairpersons of the finance and governance committees and the program development committee and the communications committee to the executive committee if the bylaws permit it.
The executive committee is accountable for setting priorities to be resolved by the board. It also gives feedback to the CEO on a regular basis and conducts research into new trends technology, markets, and technologies and oversees the workplace culture. It also implements change management and reviews the CEO’s performance. The executive committee is responsible more than the board and must be able to make rapid decisions in the event of an emergency.
If the executive committee is dependent on its own decisions, or if one group is deemed to be more important than others and the other cliques, it’s time change 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.
