It can be challenging for a large board of directors with different backgrounds and experiences to come to a consensus on the many issues that require attention. An executive committee allows members to take on the smaller, urgent matters without waiting for a full board meeting. Executive committees are not a replacement for the board. It must work within the boundaries of the authority granted by the board.

An executive committee, as its name suggests, is a tiny group made up of senior executives and board officers that are given the authority to act in urgent situations on behalf of a full board. Typically, the executive committee includes the chairperson and vice-chairpersons of the board, plus other board members. The board may also choose the chairs of the finance and governance committees, the program development committee, and the communications committee to the executive committee, if the bylaws allow 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 schedule 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 accountable more than the board and must be able to make quick decisions in an event of need.

If the executive committee is becoming dependent on its own decisions or if a specific group of people consistently has a higher priority than others, it is the right time to talk about ways to restructure the board structure. Shaylyn is a senior attorney at Caveat and specializes in corporate and commercial laws. She holds an LLB (cum-laude) from Wits University, and was admitted to the Bar in 2008.

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