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Webinar | Bare Bone Board Basics Episode #10 - Going Into Executive Session
Wednesday, October 12, 2022, 5:00 PM - 6:30 PM EST
Category: Multi-Chapter

 

02:00 PM - 03:30 PM (Pacific)
03:00 PM - 04:30 PM (Mountain)
04:00 PM - 05:30 PM (Central)
05:00 PM - 06:30 PM (Eastern)

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Zoom invitation will be shared the day before the event.

Overview

Executive sessions of the board are meetings held by non-management directors without senior management in attendance, although the CEO may meet with the non-management directors prior to or after the executive session. Executive sessions are a special meeting-within-a-meeting that provides an opportunity for the board to meet privately to handle sensitive and confidential issues, foster robust dialogue, and strengthen trust and communication. Matters discussed in executive sessions are highly confidential.

Regularly scheduled executive sessions set an expectation that private discussion amongst independent directors will be handled as a matter of course, so as not to disarm or send a message which might be perceived as unusual or threatening.

Although executive sessions are mandated for NYSE and NASDAQ-listed companies, they are appropriate and considered a best practice for public, private, and nonprofit entities, as these sessions allow for more candid discussion. As a general rule, an executive session should be regularly scheduled and not the exception.

This 10th episode of Bare Bone Board Basics provides useful tools for better understanding the following:

• the purpose of executive sessions;
• topics most appropriate for executive sessions;
• how boards determine and document the methodology for cadence and timing of executive sessions of the board and its standing committees;
• who should preside/attend;
• documentation (or not)/disclosure requirements; and
• pre and post-session interface with the CEO.

Although the discussion will primarily focus on private company executive sessions, it will share high-level requirements for executive sessions as outlined by the NYSE and NASDAQ.

This webinar and the series of which it is a part are co-production of certain chapters (Alabama, Dallas, DC Metro, Nashville, New England, New York Metro, Tampa Bay & Wisconsin) of the Private Directors Association®, Executive Forum™, Private Director Symposium™, ChamberWise™ & Financial Poise

Thank you to our National and Gold Chapter Sponsors!

Panelists

             Allan Grafman
Managing Partner
JMJ Advisors, LLC.

Allan Grafman has served on 12 boards, including 4 public, 4 private equity-owned and 4 venture-sponsored. He is currently Chair of the Audit Committee of a public company (IDW) and also Audit Committee member for a REIT, and has served on Compensation and Governance Committees as well.   Specific past experience includes serving as the Chairman of the Board of a Nasdaq listed video game company and other entertainment, media and consumer focused entities.  He is currently a licensed investment banker raising capital for companies. Allan comes to board service building on executive roles at All Media Ventures, Archie Comics, Hallmark, Tribune, ABC and Disney.  He received his BA from Indiana University (PBK), Masters (Fellow) and MBA from Columbia (BGS).

              Christina M. Rashid
Founder and Managing Member
Lotos Groupe LLC

Ms. Rashid has enjoyed nearly thirty years of continuous board service for private companies and nonprofits.  She currently serves as an independent director of First Women’s Bank (Chair of Nominating & Governance Committee), St. Jude Children’s Research Hospital/ALSAC (Vice-Chair of Audit & Compliance Committee), and as an Advisory Board Member and advisor to the C-Suite of several private companies. 

She comes to board work after a long career as an operating and financial executive and with three decades of experience in leveraged lending, private equity and venture capital, including having served as an executive and investment committee member of a NYSE Investment Company.

Ms. Rashid earned her MBA from University of Chicago Graduate School of Business and a BBA in accounting from St. Mary’s College, Notre Dame.

             Becky Sharpe


Becky Sharpe’s passion is helping people grow. As the CEO/Owner of International Scholarship and Tuition Services, Collegiate Sports Data, and WatchGameFilm, her focus is effective leadership and innovation via continuous growth. Becky makes vision a reality through building effective organizations. In addition, she serves on two corporate boards. Gobbell Hays Partners is an engineering firm. ISTS is one of Nashville’s Top Workplaces and has been awarded the When Work Works award for exemplary workplace practices and has made Inc. magazine’s list of the 5000 fastest-growing private companies in America three times. Her community non-profit-board work includes: Vistage International, Big Brothers Big Sisters, Girls Scouts, Sister Cities, Nashville Sports Council, The Private Directors Association, Nashville Coaching Coalition, and Walk Bike Nashville. Becky has twice been named as a recipient of the Nashville Business Journal’s Women of Influence Awards. Becky is married to Michael and they have 3 children.

Moderator

    Jonathan Friedland
Principal
Much Shelist, P.C.
  • Jonathan Friedland is a principal with the Much Shelist, P.C. law firm.
  • He regularly advises boards of directors and owners of companies in financial distress.
  • Jonathan has been representing companies in out-of-court workouts, chapter 11 bankruptcy, and controlled liquidations for more than 25 years. He also has broad and substantial experience in acting as outside general counsel to clients and in running both a wide variety of corporate transactions, and a wide array of commercial litigation.
  • He is widely recognized as a leading corporate restructuring and insolvency attorney. He has been rated for many years as AV® Preeminent™ by Martindale-Hubbell, 10/10 by AVVO, and 10/10 by Justia. Jonathan is the principal author of two leading legal treatises, and his scholarship is widely cited by legal scholars. He formerly served stints as an Adjunct Professor of Strategic Management at the University of Chicago’s Graduate School of Business and as a Clayton Center for Entrepreneurial Law Visiting Professor of Business Law at the University of Tennessee College of Law. More information here.
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