Just out of Reish:"Control" Panel

As fiduciaries, investment committee members must, either by knowledge and experience or with help from advisers­, be capable of prudently selecting the investments. After all, the quality of the employees' retirement benefits—and of their standard of living after retirement—rests to a large degree on the committee members capably performing their duties.

If the committee members do not have the education and experience to handle the job, then, as one court has said: "ERISA fiduci­aries are held to the standard not of a 'prudent layperson' but of a 'prudent fiduciary with experience dealing with a similar enterprise.'…If they do not have all of the knowledge and expertise necessary to make a prudent decision, they have a duty to obtain independent advice."

Officers

In cases where the responsibility for selecting the investments is not assigned, it remains with the plan sponsor. In that case, the officers who make the investment decisions become fiduciaries. Corporate officers may be the investment fiduciaries­ because they are members of the plan committee, because they have been assigned investment responsibilities by virtue of their offices, or because they undertake that responsibility as functional­ fiduciaries.

However, officers are not automatically fiduciaries. If an officer does not perform one of those activities, he is not a fiduciary.

Directors

The board of directors typically does not select 401(k) investments­. However, the board usually appoints or ratifies­ the plan committee or corporate officers who choose the investments­. As the Department of Labor (DoL) has explained, those activities make the directors fiduciaries:

[T]he board of directors may be responsible for the selection­ and retention of plan fiduciaries. In such a case, members of the board of directors exercise "discretionary authority or discretionary control respecting management of such plan" and are, therefore, fiduciaries with respect to the plan. However, their responsibility, and, consequently, their liability, is limited to the selection and retention of fiduciaries….