Executive Sessions Effectiveness Checklist

Complementing the guidance of the 2025 NACD Blue Ribbon Commission Report on Building a High-Trust Board-CEO Relationship, this boardroom tool provides practical guidance for implementing Recommendation #6: Use executive sessions as levers for accountability and transparency.

How to use this tool: Board leaders (whether the board chair or lead independent director) can use this tool to evaluate the effectiveness of their executive sessions, in terms of supporting a strong and productive board-CEO relationship.

Executive sessions are private meetings of nonmanagement and independent directors that provide opportunity to confer on sensitive matters in which management may be conflicted (e.g., issues of management performance that directors may be reluctant to deliberate on in the full boardroom). While these sessions are intended to provide a forum for candid exploration of viewpoints among the outside directors, it is not uncommon for the CEO (or other senior leaders) to be invited to join for a limited portion of the meeting.

Executed well, these sessions can help the board build consensus on constructive feedback for the CEO and the management team. However, if overused to replace discussions that should be incorporated in the board meeting agenda, they can create a barrier to the open and productive dialogue essential to effective board-management relationships. All directors should feel comfortable when asking management questions, offering constructive critiques, and requesting additional information in board meetings.

For a fuller overview, including New York Stock Exchange (NYSE) and Nasdaq requirements for frequency, participation, and disclosure requirements, see NACD’s Director Essentials: Executive Sessions.