Executive Sessions and Good Governance
Long ago, at least last year, the most frequent questions we received about board governance in private, independent schools had to do with size of board, meeting frequency and term limits. But, something shifted in the past few months and lately it has been a nonstop barrage of questions about executive sessions and executive committees. Today we attack executive sessions, or, when the board meetings without any school personnel present, not even the head of school (what Canadians call meeting "in camera"). Executive committees will be addressed by a future post.
To me, the frequency of executive sessions is a reliable negative indicator (meaning more of one means less of the other) of board and leadership health in a school. There are many reasons for a board session that only includes the head of school, and a 2-part meeting format is quite common in the private, independent school world. However, there are only two situations where a session of only board members (what is usually meant by “executive session” is appropriate: 1) the subject for discussion is the head of school (either performance or contract); or 2) the subject for discussion is something about the health and well-being of the board itself.
A board that feels the need to discuss either of the above at every meeting is asking for trouble or already in trouble. If the problem is something internal to the board, then it is better dealt with as a time-limited condition, perhaps requiring a retreat followed by a few executive sessions, but not by instituting a regular practice. If the problem is with the head of school, then that issue is better dealt with on its own terms and in the open with the head. If there are neither problems with the head nor internal issues, then our experience is that regular executive sessions will inexorably invite fault-finding with the head of school. After all, what else will the board talk about other than its only employee?
My advice is that the board meet by itself only once per year, normally, and twice in years where a decision must be made about negotiating a new contract with the head. The normal executive session is to discuss the head’s evaluation - there are a variety of ways to do this. The occasional second session is to take the temperature of the board about whether or not to extend the head’s appointment beyond the existing contract.
I am aware that for-profit corporations follow a different practice; perhaps it works for them, but it is one that has caused numerous problems in schools. The exceptions are boarding schools and private universities. Those boards meet infrequently, only two or three times per year, and usually not anywhere near the school. Board members are typically not parents of current students in the school (100% alumni or non parents of students is the standard in boarding schools). Executive sessions in these institutions must happen at every meeting just to meet my recommendation above.
As independent school boards adopt a practice of meeting less frequently than in the past (a really good thing), I suspect pressure will grow for executive sessions at every opportunity; but few day school boards meet infrequently enough to automatically warrant an executive session at every meeting. What problem is it trying to solve?
If your board members insist on an executive session at every meeting, then it will take extraordinary vigilance and quick intervention by the chair to ensure that the conversation stays brief and on topics other than what happened in school last week. The current chair may be effective at managing the board, but what about the next chair? Or the one after? Beware instituting practices that have failed the test of experience.