Company secretarial practice · 04
Exco governance support
Your executive committee takes decisions every week. We put its authority in writing, so that the board and the auditors can see where each decision came from: terms of reference, decision rights, a meeting protocol and the secretariat for an executive committee, with an independent chair for a defined period where one is wanted, and a handover so that the business can run it without us.
A short diagnostic of how the committee works now. Terms of reference adopted by the Exco and approved by the board. A schedule of decision rights. A meeting calendar, a paper template and a decision and action register. The secretariat for each meeting and, where wanted, an independent chair for a defined period, followed by a structured handover.
Growing companies whose executive committee has outgrown an informal weekly meeting: SME-finance and fintech businesses, funded companies and non-profit organisations with a management committee, usually with no company secretary in-house.
An Exco has only the authority the board has given it. If nobody can point to the resolution or delegation behind a decision, the decision is exposed, and so is the executive who took it.
The law it sits under
The framework this work answers to.
Section 66(1) of the Companies Act places the management of a company’s business and affairs with its board, and section 72 allows the board to appoint committees and delegate its authority to them. Section 72(3) adds that delegating does not on its own discharge a director’s duties under section 76. Under regulation 38 of the Companies Regulations, an executive who exercises general executive control over a significant portion of the business is a prescribed officer whatever the job title, and sections 76 and 77 then apply a director’s standards of conduct and liability. Since 22 May 2026, section 30(4)(a) also requires the financial statements of a company that must be audited to name each director and prescribed officer and to show the remuneration and benefits each received. For accountable institutions, sections 42(2B) and 42A of the Financial Intelligence Centre Act place approval of the Risk Management and Compliance Programme, and responsibility for compliance, with the board and senior management.
How the engagement runs
What you are committing to.
It starts with what already exists: any terms of reference, a recent agenda, a set of minutes and the meeting schedule. A short diagnostic follows, then a framework that the Exco itself adopts and the board approves. The meetings are then run to that framework, with agendas, packs, minutes and a decision and action register, and with an independent chair if one is wanted. The engagement closes with a handover: a short manual, a working session with the people who will carry it on, and a closing report.
The framework has to be proportionate. A business of thirty people does not need the apparatus of a listed company; it needs a few short documents that are actually used. And an independent chair should be working towards not being needed.
Related pages, tools and documents
The piece and the working documents below are free, need no email address, and are the quickest way to judge the work before commissioning any of it.
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