By: Eugene Fram

The CEO’s involvement is central to the success of the organization.  Here’s where that issue of trust comes into play. For the full board to meet without its top executive really says, “We can’t trust you to run this place.”  Under normal conditions, the only time the board or any important committee should exclude the CEO is when the Audit or Assessment Committee meets with the outside or internal auditors or when his/her performance is being discussed. Let me note, however, that Sarbanes-Oxley has suggested independent directors on for-profit boards meet more often in executive sessions, without inside directors (management) being present.  As a result of this change, I have a feeling there are more executive sessions being scheduled on nonprofit boards. Of course, in the nonprofit board situation, an overwhelming proportion of board directors are independent ones.

Source: “Policy vs. Paper Clips,”  Third Edition 2011 pp.161-162.