Board-alone time – paradoxically known in some jurisdictions as ‘Executive Time’ or ‘Executive Session’ – is that part of our meeting exclusively for the non-executive members of the board, those members who don’t work in the business day to day. In my experience, it’s the most debated and probably most misunderstood part of a board meeting.
Some chairs tell me they don’t believe in board-alone time because it shows a lack of trust in the CEO. Others use it ‘as needed,’ if the chair or a board member calls for it. I don’t agree with the former, and I’ll explain why, but I can easily understand how the latter approach, ‘as needed’, could lead to the former.
Let me start with two rules I have on what board-alone time isn’t:
- It isn’t normally a part of the board meeting itself, but rather an informal discussion among the non-executive directors. Therefore, with one exception that I’ll mention later, we don’t use if for making decisions that belong in the board meeting.
- More importantly, it’s not – as some directors and CEOs fear – an opportunity for the board to ‘beat up the CEO’ behind her or his back.
Why then do we hold board-alone time, and how should we use it?
I like to hold a brief session with the board alone at the start of each board meeting, as the board’s ‘pre-match team talk’. I’m fairly sure most smart chief executives hold ‘management-alone’ time in the days leading up to a board meeting – agreeing how they’ll approach it, and what decisions they want from the board. This seems to me good management. In the same way, board-alone time is our chance to prepare ourselves for the discussion and decide how we want to spend these next few important hours.
We don’t spend much of our total year in board meetings. Yet this is when we need to make the most important, often most contentious and difficult, decisions the company faces … the decisions that only the board can make. Not surprisingly, I want us to be as well prepared as we can.
- What do we need to talk about today?
The first thing we need from this session is to agree how we’ll prioritise our time over the next few hours, so we can add as much value to the business as possible. This is the board’s meeting, not management’s, so the board must have the final say over what we discuss.
Most of the time we’ll know what our chief executive needs from us – strategies to adopt or capital expenditure to be approved – but in our role of oversight and testing management’s thinking, the board may decide that one or more other matters, not on the formal agenda, need raising or simply that we need to change the order of today’s business.
2. What’s happened since we last met?
The second thing I like in our time alone is a brief update from the chair – and other directors if appropriate – on what’s happened since our last meeting, say, meetings between the chair and CEO, external stakeholder discussions, and so on. It’s also the chair’s chance to comment on how the chief executive performed on those occasions. As far as practicable, I want all directors to have a full picture and the same information about where things stand.
3. Does anyone need to raise any concerns?
The third use for board-alone time is as a safe forum for board members to raise any concerns they have. These may be relatively minor, the form or delivery of board papers for example, or – as I recall vividly – one board member asking, ‘Has our CEO run out of ideas?’ That would be a tough question to ask if the chief executive was sitting in the room.
In the case I’m talking about, the board member had done a lot of background analysis before raising it. It became the trigger for a series of further questions, culminating several months later in a change of leadership. Importantly for the organisation, it led the board to face this difficult situation several months, possibly a year, earlier than it might otherwise have done.
This leads of course to the one crucial time when you do make a formal decision as the board alone: the critical and usually extremely difficult decision that our current chief executive is not the person to lead the organisation into the future … and what we need to do next, how and when.
Finally, to avoid the suspicion of ‘behind the bike shed’ secret discussions, I follow our board-alone time with a board-plus-CEO-alone session, where we share with him or her all we’ve talked about, including the difficult bits. But, to keep it from becoming personal, I’ll phrase any concerns as ‘The board has a growing concern about …’ without naming directors individually.
As for how long these sessions are, I usually aim for no more than 15-20 minutes and I try not to allow discussions that should include the CEO. On most occasions, I’m keen to bring the chief executive into our discussion as soon as possible.
After all, as the legendary, Jack Welch (who has, sadly, died as I write this) once put it, if you have confidence in your CEO, the question remaining for your meeting today is ‘What can we do to help our CEO achieve the company’s objectives?’ That’s not the same as giving her or him everything they want from the board, but what we agree they need – among which should be clarity of direction from the board and, when we leave the meeting, confidence that they have the board’s support.
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