20 questions directors should ask about special committees

Special committees are often established quickly and under tense circumstances. Learn to navigate the process of establishing a special committee and conducting a committee process with this document that combines general principles with practical insight.

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Do you know when you should establish a special committee? How can you ensure that its decisions are made independently?

Why would you need a special committee?

Board decisions are always subject to close scrutiny but even more so under challenging circumstances. When an internal wrongdoing surfaces or the company is threatened with a hostile take-over, your board is well advised to ensure that whatever decision is reached, it is carried out with appropriate rigour. A common tool — and one recognized by the courts — is to establish an ad hoc special committee.

Learn how to build your special committee

20 Questions Directors Should Ask about Special Committees offers general principles as well as practical advice. Learn about the process of building, running and ensuring the effectiveness of a robust special committee.

Topics include:

  • why you should establish a special committee and when to do so
  • factors you need to consider when assessing the independence of your committee members
  • when you should engage an outside expert
  • how your special committee should report to the board, and how your board should review the committee’s conclusions


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