Boardroom Tool

Sample Agenda for Emergency Meeting of the Board

11/12/2026

Partner Content Provided by Sidley Austin LLP
Boardroom Tool Director’s Handbook CEO Succession Member-Only

Implement Principle 5 from the NACD Director's Handbook: CEO Succession: CEO transitions are carefully planned and communicated.

How to use this tool: The board chair or lead independent director should use this tool with the incoming CEO to align on the conditions for a successful first 12–18 months. Complete an initial version before the CEO assumes the role, then revisit it at agreed milestones. The plan should clarify expected outcomes, learning priorities, stakeholder relationships, board support, and feedback without shifting management responsibility to the board.

The agenda is sequenced so that the board first determines the basis for the transition before making related decisions about compensation, interim leadership, and communications, creating a clear record of each step. It should be tailored to the organization’s governing documents and policies, the circumstances of the departure (including whether the CEO or other directors are conflicted and should be recused), and the advice of counsel.

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