What Is an Ex-Officio Board Member?

The Latin term ‘ex officio’ translates to ‘from the office’ and is used to mean ‘by right of office’ in a business sense. By definition, an ex-officio board member is an individual who is granted an advisory role by virtue of their existing position in or outside the company. Such members are chosen for their expertise in particular areas to help the board carry out its duties efficiently.

Examples of people who might become ex-officio board members

Ex-officio board members are not elected to serve on the board, rather their role is determined due to their office or position. These individuals can be members of the company, such as the treasurer, a committee chair, someone on the board of an affiliate company or even an employee. They can also be external individuals who hold a position of interest to the board.

Roles and responsibilities of an ex-officio board member

Ex-officio board members are entrusted with the following duties: 

• Providing strategic advice

Since ex-officio members are chosen specifically for their specific skills, they offer guidance to the board on matters in their area of expertise. They provide feedback on the organisation’s strategic policies and help shape its direction.

• Offering insight into risks

These members help view critical matters from a different perspective. They can help the board detect risks early in their area of expertise and direct its decision-making.

• Guiding good governance

Governance advice includes suggesting and reviewing bye-laws, policies and procedures to help keep the company on track.

• Reporting to the board

Depending on their position or office, ex-officio board members may be responsible for keeping the board updated with regular reports detailing the activities and progress of the company.

Voting rights of ex-officio board members

The voting rights of ex-officio board members are mentioned in a company’s bye-laws. In many companies, these members reserve the right to vote on all board matters and have an equal say in important decisions with the rest of the board. However, other organisations may withhold their right to vote.