Director FAQ: Executive Sessions

In brief: One of the hallmarks of a board’s independence from management is the practice of holding regular sessions of independent board members without management participation. These are called “executive sessions,” although their main purpose is to enable directors who are not company executives to speak among themselves in candor. This memo offers guidance on executive sessions: why and how they are held, how prevalent and frequent they are, what to disclose to shareholders about the sessions’ leadership, and how to communicate their content to the CEO, along with other tips.

This resource can help your board to

  • set regularly scheduled executive sessions;
  • keep the CEO informed about significant outcomes from executive sessions; and
  • improve the effectiveness of executive sessions.

Most relevant audiences: board chair, lead independent director, nominating and governance committee chair, CEO, and general counsel