This week I want to discuss the concept of “executive sessions.” Executive sessions are not to be confused with executive committee meetings. An executive committee meeting is a standing committee of the board and an executive session is an exclusive meeting of the whole board behind closed doors. That’s right. It is an exclusive meeting behind closed doors. That means – no staff, no guests, and often no CEO.
Chief executives sometimes feel threatened by closed meetings from which they are excluded. There is no meeting that can create more anxiety, suspicion, and overall sense of secrecy than the executive session! But, every board should use executive sessions. Often, there arises, certain situations where the presence of staff, including the CEO may hinder open deliberations. Every board has the right to meet without outsiders in the room to discuss confidential matters that must be handled in privacy. And, that should not worry, offend, or cause anxiety with anyone, especially not the CEO.
Now, there are very specific rules for how a board should use executive sessions and the organizational by-laws and policies will determine how to proceed. The chair is usually responsible for calling these sessions, but any board member can request one. Executive sessions should always be scheduled appropriately. Executive sessions should not be used for any of the following reasons: to avoid discussing tough issues in an open meeting; to dodge responsibility; to restrict any board member’s access to information or to purposefully create a secret society like atmosphere. The agenda should clearly state the purpose of the session and a regular meeting should always be scheduled immediately following an executive session. The minutes of the regular board meeting should indicate that the board went into executive session; the time they went in and the time they came out. There should also be a record of who was present, and a description of any action that was taken.
Executive sessions should NOT be a source of anxiety for the CEO. Executive sessions are a necessary tool for board governance and should be embraced by the chief executive. A wonderful way to eliminate fear and anxiety is for the chair to meet with the CEO prior to and after an executive session to get professional advice from the CEO about what is going to be discussed and why certain action is going to be taken. This allows the chief executive to be involved without actually attending the meeting. Please share with me your experience with executive sessions and how they made you feel?