Behind closed doors, executive boards tackle high-stakes decisions — shaping strategy, addressing sensitive challenges, and making choices that directly impact stakeholder confidence. This is a critical part of their role.
A Deloitte study found that 95% of leaders view building strong relationships and trust with stakeholders as essential to effective governance.
Transparency is at the heart of these decisions. Meeting records, particularly those from executive sessions — are an important part of that equation. They protect board independence, create an effective record of proceedings, and ensure compliance with legal standards.
Yet, documenting executive sessions in minutes is often easier said than done. Boards must find a balance between capturing enough detail to maintain accountability while protecting sensitive matters.
This article dives into the practical steps and best practices for documenting executive session board meetings effectively. We’ll cover what to include in closed board meeting minutes, how to ensure compliance, and the best ways to manage proceedings.
What are executive session minutes?
Executive sessions provide an opportunity to handle sensitive matters, preventing the disclosure of items too early, or protecting the institution from reputational harm. Here are some common scenarios:
- Corporate boards discuss a merger, acquisition, or executive compensation package.
- Nonprofit organizations can hold closed meetings to review the dismissal of a staff member or handle donor confidentiality issues.
- School boards may consider adding executive sessions to address sensitive student or personnel matters.
- Municipal administrations may deliberate legal disputes or negotiate real estate transactions.
However, executive session minutes differ greatly from the ones coming out of regular board meetings. Here are some of the key distinctions.
| Aspect | Regular meeting minutes | Executive session minutes |
| Content detail | Detailed record of discussions and decisions. | Generalized summaries to protect privacy. |
| Transparency level | Fully transparent and often publicly accessible. | Restricted to protect the publication of sensitive topics. |
| Purpose | Inform stakeholders of meeting outcomes | Provide a legal record while maintaining confidentiality. |
| Access | Typically shared broadly within the organization or public (depending on the organization’s bylaws). | Restricted to authorized personnel only. |
You may want to explore our guide on taking minutes for a board meeting like a pro.
Why are executive session minutes important?
At their core, executive session minutes demonstrate the board’s commitment to thoughtful, transparent, and ethical leadership.
Director accountability starts here
These records create a formal trail of what takes place behind closed doors, ensuring that everyone involved is held accountable. While stakeholders may not have access to the specifics, they can take comfort in knowing that the board has a process in place to document key decisions transparently.
- Related read: Are minutes of board meetings confidential?
The company is compliant and legally protected
Accurate executive session minutes protect boards from legal risks and regulatory penalties. They show that decisions are made responsibly, support compliance during audits, and provide a solid defense in disputes.
Institutional knowledge and continuity are ensured
As an essential component of executive communication, the minutes create a historical record by documenting key decisions and discussions. That’s especially valuable during leadership transitions or for multi-year projects. When new board members join, they can review past minutes to understand the context behind key decisions and don’t have to question everything again from scratch.
Informed and strategic decision-making
Beyond tracking past decisions, these drafts help boards sharpen their strategic focus. Decision patterns, recurring challenges, and lessons learned all emerge when minutes are reviewed thoughtfully. These insights help boards refine their approach over time, making sure that their governance evolves alongside the organization’s needs.
Legal guidelines for minuting executive session
Precise and comprehensive minutes are vital for legal protection. By documenting the context of some decisions, the minutes reflect that the board has considered all relevant factors before acting.
Moreover, noting executive session minutes is especially important in case of legal proceedings. Courts take them into account when deciding whether directors acted in the best interests of the company.
Conversely, the consequences of poor meeting documentation can cause issues of varying degrees of severity::
Recent cases and regulatory guidance underscore the importance of well-maintained board meeting minutes:
- The Delaware Court of Chancery emphasizes the value of board minutes in demonstrating that directors acted in good faith and with due diligence.
- Any organization operating in or interacting with the European Union must comply with the Anti-Money Laundering Directive. AMLD involves maintaining robust documentation of high-level discussions on customer due diligence and financial transactions. Breaching these requirements risks fines of up to €5 million or 10% of annual global turnover, whichever is greater.
- Banking and financial institutions are required to meticulously document discussions on liquidity, capital adequacy, and other critical risk topics. Poor documentation in these areas can trigger severe monetary penalties by the governing body.
- Publicly funded organizations must ensure their meeting records comply with FOIA provisions, making them accessible to the public when required. Non-compliance could result in legal disputes.
Given the private nature of closed sessions, it’s crucial to uphold confidentiality and compliance. To balance this, boards often use board software with strict access controls and secure storage protocols. Digital solutions with encryption or role-based access ensure confidentiality while maintaining compliance with regulations like the GDPR or CCPA.
How to write the minutes of an executive session?
Accurate documentation is just as critical for an executive session as it is for a regularly scheduled board session.
Preparation before the session
Proper preparation lays the foundation for effective and accurate minutes.
- Begin by identifying the purpose of the session—whether it’s addressing legal matters, personnel issues, or strategic plans. Discuss with the board chair what should be documented and the appropriate level of detail.
- Appoint a skilled minute-taker, often the board secretary or someone trusted to handle sensitive topics. Ensure they have access to a consistent template with details: the meeting date, attendees, the board meeting agendas, and decisions or action items.
- Review any relevant rules or regulations in advance as industry-specific standards may influence how discussions are recorded. Gather all necessary materials, such as the agenda, related reports, and tools for secure note-taking
- Decide beforehand whether the minutes require a high-level summary or more detailed documentation, particularly for discussions with legal or financial implications.
Pro tip: Download a free meeting minutes template to simplify and speed up the preparation for drafting the meeting notes.
Taking minutes of executive session
Here’s how to record key decisions and actions without compromising confidential information:
- Begin the minutes with the basics: the date, time, and location of the meeting. List all attendees, noting any absences, and briefly state the purpose of the session.
- Include the reasoning behind decisions. Be sure to note any follow-up actions, who is responsible for them, and any deadlines.
- Stick to facts. Don’t include opinions, legal advice, or confidential specifics. For legal discussions, it’s enough to note the issue was addressed without recording privileged details.
- Specify each topic. If the session involves multiple topics or decisions, note the times when discussions start or decisions are made.
Useful read: For more detail on corporate procedures, reference Robert’s rules of order.
Finalizing minutes post-session
Once the executive session concludes, the finalization of the minutes is just as important as capturing them during the meeting.
- Go over your notes after the meeting while the details are still fresh. Double-check that all key decisions, action items, and attendees are accurately recorded. Look for any gaps or points that may require clarification.
- Share the draft minutes with the session chairperson or select attendees for confirmation.
- Verify that no privileged or legal discussions are detailed in a way that compromises confidentiality.
- Ensure that any assigned responsibilities or deadlines are clearly stated.
- Circulate the final draft to the appropriate board members for review and approval. After the approval of executive session minutes, they become part of the official record.
Best practices for compiling executive session and board meeting minutes
Here’s a practical guide on how to handle the preparation and management of executive session meeting minutes effectively:
- Tailor minutes to the session’s purpose. Customize the structure and detail of the executive minutes based on the meeting’s agenda. For example,
- Document deliberations. Ensure that any discussions related to risks or compliance are explicitly noted. Highlight key risk factors and decisions as evidence of the board’s diligence.
- Establish a formal review process for minutes. Assign a reviewer who was not present at the session to ensure objectivity. Rotate reviewers periodically and incorporate director feedback to refine accuracy and clarity.
- Use encrypted software for storing and managing records. Adopt a reliable board portal software to store minutes securely and simplify document management.
- Include metrics and follow-up actions. Beyond decisions, record actionable next steps, responsible parties, benchmarks, and deadlines.
- Summarize discussions. Use bullet points or brief paragraphs to cover key topics, decisions, and actions without overwhelming detail. This approach greatly simplifies executive reporting.
- Standardize the format and structure of records. Include the meeting purpose, attendees, main topics covered, decisions made, and follow-up responsibilities.