Bank Directors Seminar, Coeur d'Alene, ID, September 15-17, 2019

EXECUTIVE SESSIONS

Alternatives to document executive sessions: 1. A director keeps confidential minutes for non- management directors’ use only, or 2. A director keeps confidential informal notes for non-management directors’ use only, or 3. Upon close of executive session and return to regular board meeting, substance of executive session is concisely summarized for regular board minutes (probably most common approach)

33

PRIVILEGED SESSIONS

Documentation of privileged or confidential sessions: 

Privileged sessions include attorney-client discussions, personnel discussions, other sensitive issues Regular board minutes note purpose of privileged or confidential sessions Board keeps confidential or privileged minutes that are recorded and retained separately from regular minutes





34