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If an organization has a board of directors with a variety of backgrounds and experience it can be challenging for the full board to take decisions on all issues that require attention. A small, urgent problem can be addressed by an executive committee without waiting for an executive board meeting. However the executive committee isn’t an alternative to the board of directors. It must work within the limits of its delegation from the board.

An executive committee, as its name implies, is a small group consisting of board members and senior executives. officers that are given the authority to act in emergency situations on behalf of the full board. The executive committee is typically composed of the chairperson and vice chairman of the board as well as other board members. The board may also nominate the chairpersons 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 accountable for establishing priorities that will be decided by the board. It also provides feedback to the CEO on a regular basis as well as conducts research into the latest trends in technology, markets, and technologies and manages the culture of the workplace, implements change management, and evaluates the CEO’s performance. The executive committee is accountable to a greater extent than the board, and must be able to take quick decisions in an event of need.

If the executive committee becomes dependent on its own decisions, or if a particular group is deemed to be more important than others, then it’s time to reformulate the structure of the board. Shaylyn King is a senior associate at Caveat that specializes in commercial and corporate law. She has an LLB (cum-laude) from Wits University, and was admitted to the Bar in 2008.