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In this post, Alston & Bird gives good guidance to boards regarding executive session practices, including frequency, structure, scope, attendees, and documentation. 

Among the key takeaways:

• Establish a formal executive session policy.
• Ensure sufficient time on the agenda for an executive session at each meeting.
• Have a short-form agenda for each session that is populated, in part, by independent directors’ engagement with management in between meetings. Directors may also want to tap management or outside experts in advance of sessions for information to inform their discussion.
• Include and exclude the CEO from each executive session.
• Minutes should document that a session occurred, include a summary of the topics discussed (if appropriate), and record any decision-making. Minutes for executive session should be retained in a manner that preserves confidentiality.
• Post-meeting reporting to the CEO and follow-up on any matters that warrant next steps should be built into the process.

Access additional resources on our Board Meetings and Minutes pages. 

          This post first appeared in the weekly Society Alert!