{"id":462,"date":"2012-10-22T21:21:17","date_gmt":"2012-10-23T01:21:17","guid":{"rendered":"https:\/\/joangarry.com\/?p=462"},"modified":"2022-08-01T13:55:30","modified_gmt":"2022-08-01T17:55:30","slug":"executive-session","status":"publish","type":"post","link":"https:\/\/joangarry.com\/executive-session\/","title":{"rendered":"What is an Executive Session? And Who Belongs at the Table?"},"content":{"rendered":"

Perhaps this is a faulty premise to start with but go with me. You’re on a board of a nonprofit. The fiduciary buck stops with you. You are going to raise money, provide strategic oversight, and provide financial stewardship. I would conclude that you are, by virtue of all these things, a grownup.<\/p>\n

And then there are stories like this.<\/p>\n

It’s an executive session and talking about the CEO review. The CEO is not present. A board member makes some negative comments about performance. The board member is asked if he made those clear on his CEO evaluation. Answer? “No, I was afraid the CEO would recognize my handwriting.”<\/p>\n

I’m right. Faulty premise, eh?<\/p>\n

So why have an executive session at a board meeting and does the CEO always sit outside in the dark (even when it is light out)?<\/p>\n

WHAT IS AN EXECUTIVE SESSION FOR ANYWAY?<\/h2>\n

Before I answer that I must confess that, with the exception of an annual review discussion (the one above that involved the possibility of handwriting analysis), I have never participated in an executive session in which a single bit of conversation could have or should have happened without the CEO present.<\/p>\n

What the heck are they for anyway? Boards mistakenly think that it is an opportunity to raise concerns about the CEO or some senior staff person in a ‘safe’ space. Or that they just must have one at every board meeting and there’s no real agenda and it devolves into a dish session. These same boards lift the cone of silence, call the CEO back in, and say not word one about the conversation that has been had.<\/p>\n

So much for building a partnership rooted in trust at that organization.<\/p>\n

Here\u2019s why you need them. Board Source<\/a> clinically offers the following rationale: (1) they assure confidentiality, (2) they create a mechanism for board independence and oversight, and (3) they enhance relationships among board members and with the chief executive. OK, so let’s set (3) aside as this refers to executive sessions WITH the CEO and let’s set aside (1) because as mentioned earlier, you just need one big baby on your board (and there is always one) and the CEO will get a full debrief anyway. So you are left with “to create a mechanism for board independence and oversight.”<\/p>\n

OK, then so, as they say on Project Runway, when is the CEO in?  And when is she out?<\/p>\n

TIPS FOR BOARD MEMBERS ABOUT SESSIONS WITHOUT THE CEO<\/h2>\n

You want to know when you exclude the CEO? Here’s the list:<\/p>\n