What Is an Executive Session in a Board Meeting?

A private portion of a board meeting to handle sensitive and confidential business.

The Meetingnotes Team
Last update:
December 6, 2023

Some corporate boards will meet in executive sessions to discuss topics that should remain private or that are less important for the entire group. For example, executive sessions may be held to decide on hiring, firing, or other personnel decisions.

Some people refer to the executive session as a "meeting within a meeting" portion of a board meeting.

Executive Session Definition:
A private portion of a board meeting to handle sensitive and confidential business such as intra-board disputes or CEO performance issues. Executive sessions are usually attended only by the board members themselves. Shareholders and company executives will be excluded unless they are specifically invited.

For example, many large corporations have executive sessions of their board of directors where only the president and a few board members are present. Unlike the rest of the how the rest of the board meeting is run, this portion of the meeting would not be open to shareholders who own shares in the company.

What gets discussed in an executive session?

Executive sessions can also be used by boards of directors when voting on topics that must remain confidential. Executive sessions may include classified information or topics that are not suitable for all directors to hear.

According to most bylaws, directors are required to hold executive sessions before making decisions about hiring, firing, or buying out minority shareholders.

The bylaws may require that there be a majority vote of all directors in order for the board of directors to make decisions in executive session.

Executive sessions can be held in person or over the phone.

How do I find out if my company board meetings have executive sessions?

You can find out if your company does or does not hold executive sessions by reading the corporate bylaws. Usually an executive session needs to be called for on the agenda of the board meeting.


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