An executive session is a private meeting within an otherwise open meeting, such as an organisational board meeting. Boards may hold an executive session involving only board members to discuss sensitive or private information. It can also be a meeting of the board of directors in which only independent (nonexecutive) directors are present.
In the United States, under Sarbanes Oxley, a company’s board is expected to hold at least one executive session per year. While no formal actions are taken at these meetings, executive sessions give outside directors an opportunity to discuss candidly the performance of management, operating results, internal controls, and succession planning. The lead independent director or nonexecutive chairman presides over these meetings.