It can be difficult for a large board of directors that has a variety of backgrounds and experiences to decide on all the issues that require attention. A small, urgent problem can be addressed by an executive committee without waiting for the board to meet. However an executive committee isn’t a replacement for the board of directors and must work within the limits of its delegation from the board.

The name implies an executive committee an extremely small group of top executives and board officers who are given powers to represent the entire board in particular emergency situations. The executive committee is typically comprised of the chairman and vice chairman of the board, as well as other board members. It is possible for the board to appoint chairs of the governance, finance program development, communications and finance committees to the executive committee as long as the bylaws allow it.

The executive committee is responsible for setting priorities to be resolved by the board. It also provides feedback to the CEO on a regular basis and conducts research on emerging trends technology, markets, and technologies and manages the culture of the workplace, implements change management and reviews the CEO’s performance. The executive committee is responsible in a greater way than the board and must be able make quick decisions in an event of need.

If the executive committee becomes too dependent on its own decisions, or if a particular clique is given priority over others It’s time to change the structure of the board. Shaylyn is a senior attorney at Caveat and specializes in corporate and commercial laws. She has an LLB (cum-laude) from Wits University, and was admitted to the Bar in 2008.