An executive session is a private portion of a board meeting reserved for confidential discussions and decision-making. Attendance is typically restricted to board members, essential personnel such as legal counsel or designated advisors, and occasionally invited subject matter experts relevant to the confidential discussion. For instance, a financial advisor might be present during a discussion of investment strategy. Excluding unnecessary individuals helps maintain confidentiality and allows for candid conversations on sensitive issues.
The practice of holding closed sessions provides a safe space for open dialogue about sensitive topics, fostering trust among board members and enabling more robust strategic planning. This confidentiality protects the organization’s interests, particularly when discussing legal matters, financial strategies, or personnel issues. Historically, the concept of privileged communication within organizations has long been recognized as crucial for effective governance, and executive sessions are a modern manifestation of this principle. By carefully controlling participation, boards can ensure the integrity and security of sensitive information.