Special Committees

When overseeing corporate performance, directors are faced with complex, high-stakes decisions that require careful deliberation and an objective approach. Special board committees are a valuable tool that can help board members avoid bias and fulfill their fiduciary duties across all types of organizations, whether public, private, or nonprofit. These temporary committees, composed of existing board members (also referred to as “ad hoc committees”), are established to supplement the work of standing committees by providing concentrated expertise and independent review on a specific matter.

For the purposes of this report, special committees are considered outside the common standing committees (audit, compensation, and nominating and governance) and any specialized standing committees (such as risk, technology, sustainability, or cybersecurity).

Reasons to Form a Special Committee

Boards may form special committees to “address situations where existing board structures are insufficient to manage the workload or where a potential conflict of interest might be present.” Situations that may warrant the creation of a special committee include mergers, acquisitions, buyouts, crises, litigation, CEO succession, or internal investigations. Boards should assess whether a special committee is the best approach to address an issue or topic, considering the need for independence, the proposed committee’s mandate and scope, and the processes necessary to inform the board of its work.