What does an 'executive session' in a board meeting refer to?

An executive session in a board meeting refers specifically to a gathering where directors discuss sensitive or confidential matters without the presence of management. This practice is essential for maintaining the integrity and confidentiality of discussions that may involve critical issues such as performance evaluations, compensation decisions, succession planning, or other strategic matters that require candid dialogue among board members.

During these sessions, board members can speak freely and address concerns or viewpoints that they may not feel comfortable discussing in front of management. This separation allows for more open and honest communication, ensuring that the board can fulfill its governance role effectively. The ability to have these closed discussions is a crucial aspect of maintaining the board's independence and oversight responsibilities.