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March 2008
By William K. Orr, B.A., LL.B. and Aaron J. Atkinson, B.A., LL.B. A special committee is a committee of directors established by the board to undertake certain tasks delegated by the board. A variety of different situations, from a takeover bid to an allegation of wrongdoing, may call for the formation of a special committee. It is crucial that boards of directors recognize when such a committee must be formed and understand the procedures for the formation of the committee, the relationship between the committee and other parties, and the manner in which the committee must carry out its duties. 20 Questions Directors Should Ask about Special Committees provides questions that directors may ask to test their knowledge regarding special committees. It will help boards of directors discharge their governance responsibilities through the use of special committees by providing some general principles to guide directors in determining whether and when to establish a committee as well as providing a general understanding of the duties of committee members and the manner in which those duties should be discharged. Purchase a hard copy Download a soft copy |
