Governance Matters

Illustration by Fernando Cobelo

If your board is not holding an executive session during every board meeting, maybe it should. Executive session (or an in-camera meeting as they are referred to in Canada), is time allocated for board members to meet in private without staff, administration, faculty, or other non-board members.

What is the value of holding an executive session during every board meeting? They serve three purposes: to assure confidentiality, to create a mechanism for board independence and oversight, and to enhance relationships among the board member and the chief executive and professional advisors.

Sessions ideally are held both with and without the president and can be an integral part of each board meeting.

Creating a common practice. Reserving time during each board meeting for executive session allows them to become a common practice of the board. When executive sessions are held irregularly, there is potential for them to become associated with negative issues or unpleasant discussions solely. Concerns or rumors about a potential problem with board members, executive leadership, or other administrators may arise, as members question why the executive session is on the agenda. As a recurring agenda item, executive sessions are never a surprise to board members or the president; they are a standard part of the business of the board, removed from potential negative connotation and viewed as a common practice of dedicated private space for discussion with the president and for the board alone.

Foster open and honest dialogue. The executive session is space for the board to meet in closed session with the president, which fosters candid conversation about matters related to the president’s leadership, evaluation, and compensation. It also can be a place to discuss personnel matters, or for the president to test ideas with the board. The session provides needed space for confidential conversation and relationship building.

Reflect the board’s care for and support of the president. In an executive session, the board can live out its good-governance commitment to the chief executive. The board can probe how the leader is tending to his or her own self-care, express appreciation, discuss professional development or growth opportunities, and consider how the board can continue or enhance the ways it nurtures and encourages the president in her or his executive role.

Develop a culture of evaluation and feedback. The board needs space to tend to its own development and growth. Ideally the board engages in evaluation of its meetings, its members, and itself as a board. Executive session provides the space to discuss such feedback and plans for focused attention on the board’s own development plan and building cycle.

Board members can openly discuss evaluation reports to determine how best to leverage strengths while tending to growth opportunities. In maintaining this practice, the board sets the tone for investing in the evaluation process and incorporating feedback modeling – a wise practice for the institution.

Engage in critical discussions. Board discussions regarding leadership changes, succession planning, potential partnerships, legal or crisis issues, and other important issues may require space for the board itself to consider possibilities in a closed session. The executive session can then provide the space for members to raise matters related to the future leadership or direction of the institution.

Four final points. Executive sessions are not actionable voting space within a board meeting. Such sessions are held for a finite time and purpose. Minutes of each session should be captured, recorded, and secured confidentially. And the board chair should meet with the president after any session when the president has not been present to inform the president of recommendations resulting from the board member-only space.

When executive sessions are a part of every board meeting, they are viewed as an integral part of the board’s business. When added to meetings irregularly, these sessions can create unnecessary speculation and, at times, anxiety. How does your board experience them?

Top Topics
Roles & Responsibilities
Board Essentials

Back to Issue  Read Previous Article Read Next Article

Advertise With Us

Reach thousands of seminary administrators, trustees, and others in positions of leadership in North American theological schools — an audience that cares about good governance, effective leadership, and current religious issues — by advertising in In Trust!

Learn More