The Definitive Guide to Executive Sessions

Boards should hold executive sessions – meeting without management being present as a best practice. Directors need to be able to talk openly about how management is doing, what they really think of management’s strategy, what to pay the CEO, and more. How is this done?

Both the NYSE and Nasdaq require that executive sessions be regularly scheduled. For the NYSE “regularly” means at least once per year. For Nasdaq, its twice annually.

I’ll note that the NYSE requires listed companies to disclose the name of the director who presides over the executive sessions, except if the director who presides rotates – companies disclose that. Not many boards rotate who leads – which makes sense since it’s easier to go with whomever is the leader of the group meeting serve as the leader.

I should also note that board committees meet in executive session too, just like the full board does.

Here are 4 things about executive sessions you should know:

• Don’t hold too infrequently
• Decide to hold before – or after – board meetings
• Coach those taking minutes
• Get the debrief

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