Board of Directors Terms & Definitions >
Executive Session

Executive Session


In the context of a corporate board of directors, an Executive Session is a closed-door meeting held without the presence of the company's executives or outside advisors. During this time, only members of the board are allowed to participate and discuss confidential, sensitive, or otherwise critical information related to the company's operations, performance, and strategic plans. This type of meeting allows board members to speak candidly and openly with each other without fear of retribution or influence from executives or other parties outside the board. Executive sessions are usually held at the end of regular board meetings to discuss issues that require a higher degree of confidentiality or discretion.

Board of Directors Terms: Executive Session

As board of directors, regular meetings are essential for decision-making and setting the direction for the organization. However, there are times when discussions need to be held in a more private setting, and this is where executive sessions come in. In this article, we'll take a closer look at executive sessions, their purpose, legal requirements, attendees, confidentiality, topics discussed, and provide tips for effective communication.

Understanding the Purpose of an Executive Session

An executive session is a meeting where board members, without the presence of the public or non-board members, discuss confidential matters. These confidential matters include personnel issues, litigation, compliance, finances, contracts, and other sensitive issues that affect the organization's operations and reputation. These meetings enable board members to speak freely about the matters affecting the organization, and discuss them candidly without fear of unintended public disclosure.

It is important to note that executive sessions are not meant to be used to make decisions. Rather, they are used to discuss and gather information on sensitive matters that require further consideration and analysis. Once the executive session is over, the board members reconvene in a public meeting to make decisions based on the information discussed in the executive session. This ensures transparency and accountability in the decision-making process, while also protecting the confidentiality of sensitive information.

Difference between Executive Session and Regular Board Meetings

The primary difference between executive sessions and regular board meetings is that executive sessions are private while regular board meetings are open to the public. During regular board meetings, attendees can listen to discussions, participate in public comment, and observe voting. In contrast, executive sessions are closed to the public, and minutes are not disclosed to non-board members unless there is legal disclosure or other statutory requirements.

Another important difference between executive sessions and regular board meetings is the topics that are discussed. Executive sessions are typically reserved for sensitive or confidential matters, such as personnel issues, legal matters, or contract negotiations. Regular board meetings, on the other hand, cover a wide range of topics, including budget updates, policy changes, and community feedback. It is important for board members to understand the distinction between these two types of meetings and to ensure that they are following proper procedures and guidelines for each.

When Should an Executive Session be Called?

Not all board discussions require an executive session. An executive session called only if the discussion requires confidentiality and privacy in a closed-door environment. For instance, if the board wants to discuss an employee's information, a legal matter, or contract negotiation confidentially, an executive session would be appropriate. Ultimately, it is up to the board to decide when an executive session is necessary, based on the agenda of the day's meeting.

It is important to note that executive sessions should not be used to make decisions. The purpose of an executive session is to discuss sensitive information and provide guidance to the board. Any decisions made during an executive session must be brought back to the full board for discussion and voting in an open meeting. Additionally, the minutes of an executive session should be kept separate from the minutes of the regular board meeting and only be accessible to those who were present during the executive session.

Legal Requirements for Conducting an Executive Session

Executive sessions are subject to legal requirements that must be followed to ensure that they are conducted correctly. The board must follow procedures outlined in the Bylaws that define the circumstances where an executive session is necessary, who may attend, and the need to keep a record of the meeting. Additionally, the board must ensure that they do not have a quorum and that non-board members are not present during the meeting.

Who Attends an Executive Session?

The board members are the only individuals allowed to attend an executive session. If the board wants to invite other individuals like attorneys, accountants, or other professionals, they must be invited explicitly, and the board must specify the reason for their attendance. As stated earlier, non-board members, including staff members and the public, are prohibited from attending executive sessions.

Maintaining Confidentiality During an Executive Session

One of the essential rules of an executive session is maintaining confidentiality. The board members must treat all information discussed during executive sessions as confidential. The minutes of the meeting must be restricted only to board members, legal counsel, or other authorized persons based on statutory requirements. Board members breach of confidentiality can have legal and reputational implications for the organization.

Topics Discussed in an Executive Session

As we've mentioned earlier, executive sessions focus on confidential issues. Board members generally use executive sessions to discuss personnel issues, legal and litigation issues, contract negotiations, and other sensitive issues that affect the organization's operations. Executive sessions allow board members to engage in frank discussions without fear of data leaks or possible public disclosure of sensitive information.

Importance of Proper Documentation and Record Keeping

Proper documentation and record-keeping are crucial components of executive sessions. The board must make sure to appoint a board secretary or other authorized personnel to maintain accurate minutes of the meeting. These minutes should include topics discussed and any decisions made during the executive session. The board should also establish a process for confidential document storage to ensure data protection.

Tips for Effective Communication during an Executive Session

Effective communication is the backbone of a successful executive session. Board members must communicate transparently and candidly with each other during the meeting. It is essential to establish a protocol for speaking during an executive session. The protocol enables each board member to discuss their viewpoint, opinions or issues without interruption or unnecessary feedback. Based on the topic of discussion, the board may opt for a mediator or facilitator to keep the discussion moving towards a resolution or decision.

In conclusion, executive sessions are pivotal for board members to discuss confidential matters related to the organization. Members must ensure that the executive session adheres to legal requirements, and all decisions are transparently documented. Effective communication protocols must be established to ensure the discussions are productive and lead to positive outcomes for the organization.

Start an AdvisoryCloud

Join an advisory board