Executive Sessions

An executive session is an exclusive meeting where the purpose of the meeting determines who is present. There are situations when including the CEO or other staff members may hinder the board's deliberation and the board will call an executive session where all non board members are asked to leave. Executive sessions can also be held with the CEO, however, a board can benefit from having the CEO not participate so that the board can openly discuss an issue.

Outi Flynn in Meeting, and Exceeding Expectations sets out these reasons for holding an executive session:

  • Investigation of alleged improper conduct by a board member
  • Discussion of financial issues with an auditor
  • Preparation for a case with a lawyer
  • Exploration of planning for major endeavors, such as a merger
  • Discussion of the board's approach to a scandal
  • Handling of personnel issues surrounding the CEO
  • Handling other matters where confidentiality has been requested or is otherwise prudent
  • Peer-to-peer discussions about board operations

Flynn also sets out times when executive sessions should not be held:

  • To avoid discussing tough issues in the open
  • To dodge responsibility
  • To restrict any board member's access to information by excluding him or her from a meeting
  • To purposefully create a secret society atmosphere and air of suspicion


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