This blog touches on two important topics: executive sessions and board confidentiality. When I have chaired boards, I instituted executive sessions at every board meeting. Often the executive session is at the end of the meeting and gets cut short or cut completely. If this happens occasionally, that’s okay. But prioritize leaving enough time for thoughtful conversation at most board meetings.
I structure executive sessions in two parts: The first part includes the CEO but not the rest of the staff. During this part, the CEO can communicate about staffing, financials, legal issues, plans not ready to be announced, or other confidential topics. An executive session gives the CEO a great opportunity to reveal what she is thinking about and to get valuable feedback. Then the CEO leaves and board members meet alone. In this part, board members can bring up concerns, discuss CEO performance, and review the board’s own performance. Even if the board chair does not have anything specific to say, he should provide time for other board members to speak. The board has fiduciary responsibility for the organization and needs to be independent of the CEO. Having time to talk with just board members builds trust and allows the candid flow of ideas and questions.
Key is to have an executive session be a regular part of every meeting, so it does not raise a red flag. If the board suddenly starts having executive sessions, the CEO might worry about their job or rumors might start among the staff.
Another important topic is board confidentiality. Board members have a duty of loyalty to the organization. Information on finances, personnel, strategy, donors, customers, legal issues, and more are all confidential. Board members need training about what they can and cannot say and how to respond if asked about these issues.
The story here is about a board for an independent school. In this case, instituting executive sessions strained the relationship between the Head and the board chair. Schools are also one place where confidentiality is especially important since most board members (trustees) are also parents and they frequently find themselves in an uncomfortable situation where other parents ask for “inside” information.
Good Board Practices Save Awkward Moments
By a Dedicated Board Member, Somewhere in the USA
This story is about a private primary school. The school was over 40 years old and the board was about 20 people. I was on the board for six years and chair for three years. The Head of the School had been in the role for 20 years. She was highly respected as an educator and had a wonderful track record of getting placement into private middle schools.
The issue with this board is that they had never gotten into the discipline of holding an executive session. They also needed more board training. We were in a situation where middle school placement became more competitive and less predictable because there was more demand. Kids who were well-qualified might not get in to their choice because there were lots of siblings or too many applications. Parent anxiety grew over the six years I was on the board. It became a different place. There were unhappy families. There were concerns coming up about the school and the Head.
Board Members Are Less Open for Many Reasons
The Head was under pressure. The board was under pressure. We needed to be responsive. We went through an assessment. But I felt that board members were not all being as frank as they might be. Some of the board members had kids currently in the school and worried about criticizing the head because of that. Some board members out of respect and loyalty to the Head were not speaking their minds.
Another issue was that some board members – because they were current parents – would have other parents come up to them ask them, “What are you doing about this or that?” The board member would be put in an awkward situation. These board members needed to say “I cannot talk to you about it as a board member. That is totally inappropriate.” There were board members who were in the catch-22.
Starting Executive Sessions Under Pressure Stressed Relationships
We came to a point where we needed to have an executive session. And our attempt to institute that practice was hard because the Head of the School assumed that we were instituting it because we wanted to say bad things behind her back. And the Head rightly felt that parents who had issues should be bringing them to her, not going to board members. She needed to be able to hear what was being said. I completely understand that point of view. Her concerns about executive session was that stories would be shared. Rumors would start. And she would not be able to address them or even know where they were coming from. In the end, we did start holding an executive session. It was helpful to me as the chair. I felt that people were more frank. But it was stressful for my relationship with the Head. For the rest of my tenure, it was a sore spot.
All Boards Should Have Executive Sessions
The point of the story is that even for a small board, even for a startup board, it is always good practice to have an executive session. In my experience, a corporate board typically has an executive session, but nonprofits boards frequently do not. If you always have an executive session, then you won’t get this conflict that we had with the Head.
Train the Board on Community Interaction and Confidentiality
There is another lesson too. You must train board members about what to do when they get input from the community and how to respond. Discussions at the board are privileged and are not supposed to be public. Board members must know what is not public and not allow themselves to get sucked into a situation where they are asked to be an information bearer. The board speaks collectively, not individually. I am not sure everyone in our community understood that. So, boards should make that very clear.