In the complex landscape of corporate governance, one practice stands out for its simplicity yet profound impact: dedicated board-only time. These private sessions, conducted without management present, serve as a cornerstone of effective board dynamics and organisational oversight.
Board-only time creates a protected space where directors can speak candidly about sensitive matters that might be difficult to address with executives in the room. This practice enables open dialogue about management performance, succession planning, and potential concerns that might otherwise remain unvoiced.
Far from indicating distrust, regularised board-only sessions actually strengthen the board-management relationship. When these sessions become standard practice rather than exceptional events, they remove the stigma that might otherwise accompany a director’s request for private discussion. Management comes to understand these sessions as normal governance hygiene rather than signals of brewing problems.
The benefits extend beyond just communication. Board-only time allows directors to align their thinking before engaging with management, ensuring the board speaks with one voice on critical issues. It provides space for the independent directors to fulfil their fiduciary duties without the inherent power dynamics that exist when senior executives are present.
Best practices suggest scheduling these sessions at regular intervals—typically at the beginning or end of each board meeting—rather than on an ad-hoc basis. This regularisation prevents these sessions from being perceived as reactions to specific concerns.
For chairs, effectively facilitating these sessions requires skill. The goal should be productive discussion rather than gripe sessions, with clear processes for communicating relevant outcomes to management afterwards.
In today’s governance environment, board-only time isn’t merely a nice-to-have—it’s an essential practice that strengthens board effectiveness, improves oversight, and ultimately contributes to organisational success.