It can be challenging for a large board of directors with a variety of backgrounds and experience to make a decision on all the issues that require attention. Executive committees allow members to deal with some of the smaller, urgent matters without having to wait for an entire board meeting. Executive committees are not a replacement for the board. It must work within the parameters of the delegation granted by the board.
An executive committee, as the name suggests, is a tiny group made up of board members and senior executives. officers who have the power to act in urgent situations on behalf of a full board. Typically, the executive committee includes the chairperson and vice-chairpersons of the board, along with other board members. The board may designate the chairs of the governance and finance committees as well as the committee for program development and the communications committee to the executive committee if the bylaws permit it.
The executive committee is responsible in setting priorities that must be resolved by the board. It also provides feedback to the CEO on a regular basis as well as conducts research into the latest trends technology, markets, and technologies, manages workplace culture, implements change management, and evaluates the CEO’s performance. The executive committee is accountable in a greater way than the board, and must be able to take rapid decisions in times of crisis.
If the executive committee is too dependent on its own decisions, or if one clique is given priority over 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.
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