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If a company has a board that is large and with an array of backgrounds and experience it can be difficult for the entire board to take decisions on all issues that require attention. A small, urgent issue can be addressed by an executive committee without waiting for an executive board meeting. An executive committee is not a replacement for the board, and must operate within the parameters of the delegated powers granted by the board.

The name implies an executive committee is a small group of senior-level executives and board officers who are granted powers to act on behalf of the board in specific emergency situations. Typically the executive committee is comprised of the chairperson and vice-chairpersons of the board, plus other members of the board. The board may also nominate the chairs of the governance and finance committees and the program development committee, and the communications committee to the executive committee, if the bylaws permit it.

The responsibilities of an executive committee are to set priorities for resolution by the board as a whole, provide feedback on a regular basis to the CEO and other senior-level leaders, conduct research on emerging trends such as technology and markets to manage workplace culture and change management, and evaluate the CEO’s performance. The executive committee is responsible for a broader range of issues than the board and must be able to quickly make decisions in the event of an emergency.

If the executive committee is becoming too dependent on its own deliberations or if one particular clique regularly takes precedence over others, it’s the right time to talk about how to change the board structure. Shaylyn is a senior attorney at Caveat which specializes in commercial and corporate law. She has an LLB (cum laude) from Wits University and was admitted to the Bar in 2008.