Good question! Public company boards are required to hold regular meetings of nonmanagement directors – the “executive sessions” you’re referring to.
While it is appropriate to document discussions and actions that take place at these meetings, there remains uncertainty about exactly how to go about doing so.
Confidentiality is a big concern and can drive decisions about exactly how much to document – brief descriptions are key. Directors’ notes, in particular, should be discouraged, although there is a workaround in cases where the notes may be necessary.
There are many specifics to consider in documenting board executive sessions, as well as committee executive sessions.
Please read my article on the topic, republished here courtesy of Directors & Boards: Documenting executive sessions of the board by Robert B. Lamm, 4Q 2015, Directors & Boards (pdf).
Robert B. Lamm co-chairs Gunster’s securities and corporate governance law practice.
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