The Executive Session

Every board meeting should end with an executive session. The term executive session is an oxymoron because it is a meeting of all the board members other than the executives of the company.

The first time most CEOs hear of this idea, they hate it. The words "we want to meet without you" strike fear in the hearts of most CEOs. And understandably so.

But it is a critically important part of the Board's job to manage the CEO and to some extent the CEO's senior management team. The Board is required to regularly discuss the performance of the CEO and the senior team, to address their compensation, and to work to make sure the CEO and senior team are working together as well as they can.

You can't do that job with the executives of the company sitting in the meeting. And yet, you want the executives of the company in the Board meeting. The more the better in my opinion, at least for most of the meeting.

So "best practices" says that you should end every Board meeting with an executive session. Some executive sessions last 5 minutes or less. There is simply very little to discuss. Some executive sessions last hours. That's generally not a good thing. Most last 20 to 30 minutes.

I've been sitting on Boards since 1990 and have probably participated in over a thousand Board meetings. To be honest most of them did not end with an executive session. In addition to the CEO's discomfort, there is also the issue of timing. Most Board meetings end in a rush. It is seldom that the CEO's agenda fits into the set time slot. And Board members have schedules to keep. So it is the executive session that often gets skipped.

So I don't totally practice what I preach. But after having participated in a particularly excellent executive session recently, I am recommitting myself to executive sessions. I will need all of your help. Entrepreneurs and CEOs should embrace them and make sure they happen. And fellow VCs should do the same. They are incredibly important and we have a fiduciary duty to do them.

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