BEGIN:VCALENDAR VERSION:2.0 PRODID:-//jEvents 2.0 for Joomla//EN CALSCALE:GREGORIAN METHOD:PUBLISH BEGIN:VTIMEZONE TZID:America/New_York X-LIC-LOCATION:America/New_York BEGIN:DAYLIGHT TZOFFSETFROM:-0500 TZOFFSETTO:-0400 TZNAME:EDT DTSTART:19700308T020000 RRULE:FREQ=YEARLY;BYMONTH=3;BYDAY=2SU END:DAYLIGHT BEGIN:STANDARD TZOFFSETFROM:-0400 TZOFFSETTO:-0500 TZNAME:EST DTSTART:19701101T020000 RRULE:FREQ=YEARLY;BYMONTH=11;BYDAY=1SU END:STANDARD END:VTIMEZONE BEGIN:VEVENT UID:ed0c26cb54ddf350cfa6fbf6808e2d9a388 CATEGORIES:Multi-Chapter SUMMARY:Webinar | Bare Bone Board Basics Episode #10 - Going Into Executive Session DESCRIPTION:
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)
Executive sessions of the board are meetings held by non-m anagement directors without senior management in attendance, although the C EO may meet with the non-management directors prior to or after the executi ve 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 confident ial.
Regularly scheduled executive sessions set an expectation that p rivate 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 f
or NYSE and NASDAQ-listed companies, they are appropriate and considered a
best practice for public, private, and nonprofit entities, as these session
s 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 underst
anding the following:
• the purpose of ex
ecutive sessions;
• topics most appropriate for executive sessions;
• how boards determine and document the methodology for cadence and timi
ng of executive sessions of the board and its standing committees;
•
who should preside/attend;
• documentation (or not)/disclosure requir
ements; and
• pre and post-session interface with the CEO.
Altho ugh the discussion will primarily focus on private company executive sessio ns, it will share high-level requirements for executive sessions as outline d 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, Na shville, New England, New York Metro, Tampa Bay & Wisconsin) of the Private Directors Association®, Executive Forum™, Private Director Symposium™, ChamberWise™ & Financial Poise™
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 C ommittee of a public company (IDW) and also Audit Committee member for a RE IT, and has served on Compensation and Governance Committees as well. Spe cific past experience includes serving as the Chairman of the Board of a Na sdaq listed video game company and other entertainment, media and consumer focused entities. He is currently a licensed investment banker raising cap ital for companies. Allan comes to board service building on executive role s 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).
Founder and Managing Member Loto s Groupe LLC |
Ms. Rashid has enjoyed nearl y thirty years of continuous board service for private companies and nonpro fits. She currently serves as an independent director of First Women’s Ban k (Chair of Nominating & Governance Committee), St. Jude Children’s Res earch Hospital/ALSAC (Vice-Chair of Audit & Compliance Committee), and as an Advisory Board Member and advisor to the C-Suite of several private c ompanies.
She comes to board work after a long career as an o perating and financial executive and with three decades of experience in le veraged lending, private equity and venture capital, including having serve d as an executive and investment committee member of a NYSE Investment Comp any.
Ms. Rashid earned her MBA from University of Chicago Graduate Sc hool of Business and a BBA in accounting from St. Mary’s College, Notre Dam e.
Becky Sharpe |
Becky Sharpe’s passion is helpin g people grow. As the CEO/Owner of International Scholarship and Tuition Se rvices, Collegiate Sports Data, and WatchGameFilm, her focus is effective l eadership and innovation via continuous growth. Becky makes vision a realit y 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 awa rd for exemplary workplace practices and has made Inc. magazine’s list of t he 5000 fastest-growing private companies in America three times. Her commu nity non-profit-board work includes: Vistage International, Big Brothers Bi g Sisters, Girls Scouts, Sister Cities, Nashville Sports Council, The Priva te Directors Association, Nashville Coaching Coalition, and Walk Bike Nashv ille. Becky has twice been named as a recipient of the Nashville Business J ournal’s Women of Influence Awards. Becky is married to Michael and they ha ve 3 children.
Jonatha
n Friedland Principal Much Shelist, P .C. |