Are You Holding Executive Sessions … Regularly?
By Tim Harrington and Kevin Smith
At times directors should meet without the CEO or others present. This is an opportunity to raise questions or concerns in a closed environment. This session allows the board to maintain independence from senior management. Done regularly it is part of the culture. Done too rarely and it creates concerns.
Executive sessions or closed meetings, are an opportunity for the board to meet confidentially, with only board members present. Though the board may choose, or not, to invite others to attend.
*For the folks out there who are nerdy about language like me, these sessions are also called in camera (literally in a chamber) sessions. Our good friend Latin rearing its head here. And I think it may be obvious why that may be a very confusing term that is no longer used in this day and age of viral video and smart phones with cameras, especially since we’re referring to a meeting that is closed. – Kevin
We believe you need the Executive Sessions. Periodically and routinely. The board needs the opportunity to have confidential environment, where only directors are present, so that people can speak freely. This may be about board challenges or governance issues, CEO compensation, or performance. It may concern the auditor’s report, or it may simply happen regularly to reinforce the idea that the board is independent of management and that there will be a place to express concerns.