Many Boards of independent schools have adopted a variation of the corporate model of holding a closed session, without the Head, at the end of each meeting. Their reasoning is that this will ensure a frank and open discussion of issues or expressions of concern. It has been further argued that by holding a closed session at every meeting, it removes some of the potential anxiety which such a practice might create in the mind of the Head. On the other hand, if the majority of these sessions usually last five minutes (nothing to discuss) and then one month it goes for two hours, the level of CEO angst would undoubtedly be increasing exponentially with each passing minute. By the same token, some Boards when faced with a perceived crisis of confidence in the Head, rather that address the issue directly, will choose to agonize about it in closed session without the key person present.
I have pressed Boards and Chairs to give a concrete rationale for adopting this practice. First they often claim that it is "best practice". Well, it isn't. Effective governance is about openness and transparency; not about secret meetings rife with gossip, rumour and innuendo. Secondly, I have been told that there are some Board members who feel intimidated by speaking out in front of the Head. They claim to fear reprisal for either themselves or their child if they question a policy or practice. There is a simple way to deal with this this fear. If it is totally unfounded, then you probably have the wrong Board member. If they are justified in their fears, then you definitely have the wrong Head!
In my experience, it is in these closed sessions that Board governance goes off of the rails. Unless the discussion is about the results of a formal performance review of the Head or a discussion of her or his contract, there is no other business that should ever be conducted without the Head present. Asking the Board Chair to be the conduit of Board concerns or parent issues or staff complaints disrupts the unity of the Board. If there are tough questions to be asked, or issues to be raised, or even accusations to be made - they should be done face to face. Everyone who hears the issue, needs to hear the Head's answer, first hand.
Boards who practice this approach need to ask themselves three key questions:
1. What issues about institutional performance could we discuss more effectively without the CEO present?
2. If the issue is that some Board members are reticent to speak their minds in front of the Head, then isn't this either a governance or personnel issue that should be addressed openly and resolved?
3. If the concern centres around third party accusations against the Head, why are we escalating the issue by giving it closed session credence, as opposed to trying to get to the bottom of it through a frank and open discussion with the Head?
To avoid straying off course, Chairs and Boards should consider closed or "executive" sessions under the following two categories:
- With the Head, for the discussion of: personnel issues; sensitive financial or enrolment data; or significant student discipline concerns.
- Without the Head, for the discussion of the Head' s (formal) performance review; or, contract negotiations.
Boards should never meet in private without the Head for the discussion of: "parking lot gossip"; staff/parent complaints; or the personal issues of individual governors.
For those Boards who remain wedded to this practice, the minimum safeguards to good governance that should be required are: an agenda shared in advance with the Head; detailed and specific minutes of all discussions; and, a provision for a formal response from the Head at the next meeting.
In the final analysis, closed sessions without the Head present have little to contribute to the good governance of the school and present grave dangers to the productive working relationship between the Head and the Board which is essential for school success. If the issue is fundamentally concerning the performance of the Head, then there are far more productive, and responsible means of addressing them.
I have pressed Boards and Chairs to give a concrete rationale for adopting this practice. First they often claim that it is "best practice". Well, it isn't. Effective governance is about openness and transparency; not about secret meetings rife with gossip, rumour and innuendo. Secondly, I have been told that there are some Board members who feel intimidated by speaking out in front of the Head. They claim to fear reprisal for either themselves or their child if they question a policy or practice. There is a simple way to deal with this this fear. If it is totally unfounded, then you probably have the wrong Board member. If they are justified in their fears, then you definitely have the wrong Head!
In my experience, it is in these closed sessions that Board governance goes off of the rails. Unless the discussion is about the results of a formal performance review of the Head or a discussion of her or his contract, there is no other business that should ever be conducted without the Head present. Asking the Board Chair to be the conduit of Board concerns or parent issues or staff complaints disrupts the unity of the Board. If there are tough questions to be asked, or issues to be raised, or even accusations to be made - they should be done face to face. Everyone who hears the issue, needs to hear the Head's answer, first hand.
Boards who practice this approach need to ask themselves three key questions:
1. What issues about institutional performance could we discuss more effectively without the CEO present?
2. If the issue is that some Board members are reticent to speak their minds in front of the Head, then isn't this either a governance or personnel issue that should be addressed openly and resolved?
3. If the concern centres around third party accusations against the Head, why are we escalating the issue by giving it closed session credence, as opposed to trying to get to the bottom of it through a frank and open discussion with the Head?
To avoid straying off course, Chairs and Boards should consider closed or "executive" sessions under the following two categories:
- With the Head, for the discussion of: personnel issues; sensitive financial or enrolment data; or significant student discipline concerns.
- Without the Head, for the discussion of the Head' s (formal) performance review; or, contract negotiations.
Boards should never meet in private without the Head for the discussion of: "parking lot gossip"; staff/parent complaints; or the personal issues of individual governors.
For those Boards who remain wedded to this practice, the minimum safeguards to good governance that should be required are: an agenda shared in advance with the Head; detailed and specific minutes of all discussions; and, a provision for a formal response from the Head at the next meeting.
In the final analysis, closed sessions without the Head present have little to contribute to the good governance of the school and present grave dangers to the productive working relationship between the Head and the Board which is essential for school success. If the issue is fundamentally concerning the performance of the Head, then there are far more productive, and responsible means of addressing them.
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