Now There are Four distinct Board Meetings to Hold

Boards meet. If there were to be no meetings, we would not need boards but a dictator or strong executive. What I mean is, the diversity of a board bears fruit in meetings where particpants are face-to-face in candid communication.
Today, there are several types of meetings boards can have. Here is an outline of four: business, special, executive, and independent directors meeting.
First is the traditional and ubiquitous Business Meeting. This is the meeting boards hold regularly with an agenda of debate, discussion and decisions. Special meetings are business meetings conducted off schedule. Special meetings are most often held because the Board did not finish its business at the regular business meeting or because there is a special discussion or decision required between regularly scheduled meetings. The later is most common when regular meetings are less frequent than monthly.
Executive Sessions are meeting of the board excluding the usual management guests. The most common reason for executive sessions is for the board to talk about, and make decisions about, their direct report -- the executive director/CEO.
The newest board meeting on the landscape is the independent directors meeting. Emerging from the Sarbanes-Oxley Act, this meeting is recognition that corporate boards typically include directors from the ranks of management. Thus, the independent directors meeting is intended to exclude the people who also hold management positions. The absence of managers permits directors to ask questions hey hesitate to ask in front of the experts. Peer discussions may be much more open and the forum allows the independent directors to bring up even the smallest of issues regarding management, when in the formal business meeting, one would not launch a management performance issue until it is more extreme, and then maybe, too late to rectify.
Here is an excerpt from my model Governance Policy Manual (http://danclark.com/products/BdGovPolicyManual.htm), for use by any organization to differentiate their meetings:
Business Meeting: The Board’s business meetings are effective and efficient at discussing big-picture, over the horizon issues, and decisions. The Board wants to make the best of the Board’s power and wisdom while meeting with management’s expertise.
Special Meetings: When the credit union needs Board action between regular business meetings, the Directors will focus on the specific actions noted in the meetings’ call. Minutes will record the actions.
Executive Meetings: The Directors will focus their attentions on the agenda of discussions and actions that the Boards needs to take when only Directors are present. Minutes will record the actions.
Independent Directors Meetings: Directors who are not also employees of the credit union meet with no others present for edification born of candid peer discussions and mentoring. The Board will make no decisions at this gathering. No one will make an official or unofficial record.

Here’e hoping that by holding meetings for uique purposes, your organization benefits from the clarity of purpose.

Ask Dan -- Should the executive staff attend board meetings?

I received an email from a director I have known a number of years. That means that, he's been around a while and yet, is smart enough to know when he's faced with an issue that has no black and white answer. A good deal of governance is common sense and logical. Yet, implementation of governance, in all its facets, is more art than science, much as leadership is both art and science.

BG asked, "What are your thoughts on having members of the executive staff attend the board meetings?

When I became CEO, I brought them to my first and every meeting thereafter. After the first meeting, I made sure the chair knew my purpose: as new CEO, I needed the two VPs to help me answer questions about operations. As the board moved its attentions from perational to strategic, I wanted the opinions of the VPs to influence strategy because, when we began to implement strategy, they already bought in, understood it, and I has less teaching to do.

Pros:

• Expose executives to board interactions for career development.
• CEO can let them answer questions when more detail is needed.
• CEO doesn’t have to relay the board’s sentiments because they all heard it at the same time.

Cons:

• The execs may showboat their area; performing for the boss’s boss - CEO can prevent or handle that.
• When given an opportunity to present or answer, they may go into too much detail. Detail may drag the board's discussion into operations instead of keeping it on a strategic level. The chair and CEO can handle that.
• Directors may start asking questions of the execs directly. On its face, nothing wrong with that with an observant chair at the helm. In a large board (>7) set up a protocol and hold them to it, Chair. In a small board, let it be; chair and CEO should talk together and monitor for effectiveness.
• The directors may begin believing or acting as if they all worked for the board; directors/board may slip into tasking the execs and not just than the CEO. E.g. Some discussion on new markets; top marketer wants to carry out what she believed board was interested in, and it is not what the CEO interprets and wants her to do. Again, chairmen need to provide leadership and listen for slippage into operations. Also, CEOs need to speak up and call it when it happens.
• The board may be stiffled from direct confrontation with their employee, the CEO. Call an executive session or independent directors' meeting regularly so no one suspects it's bad news.

Maybe there are more of each. The cons can be controlled, and should be, because, in my opinion, the value of the pros outweigh any greater number of cons. The business meeting does not have to be the board and it's single employee. In other words, there's value to the organization to have the wisdom of the board balanced with the expertise of the management team, especially in the evolved board that maintains a strategic and visionary focus for its meetings. Why only inspire the CEO by focusing on the vision when you can inspire and reinvigorate the whole management team?

Who should decide? Ultimately, the CEO as the sole employee of the board. Yet, keeping in mind that the CEO works for the board, I am sure there is room for mutual understanding. A board that believes as I do should negotiate, cajole, debate it with the CEO. And visa versa. While the board can dictate to the CEO to bring her direct reports, I imagine that demanding it without some level of agreement could work against the board’s best intentions. A smart CEO will listen to the board's reasoning, be confident and secure in the job, and can control the variables and make it work to his advantage, and thereby the organization's advantage.