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Transforming health care through research and education.

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Leveraging research and education to create a society of healthy communities, where all individuals reach their highest potential for health.

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Short Survey on Governance: Executive Sessions

Executive sessions can be a very sensitive topic for trustees and CEOs. Considering that topics such as executive compensation and performance evaluation are thought to be commonly discussed and that CEOs are in many cases excluded from at least a part of the discussion, it is understandable that executive sessions have the potential to create tension between trustees and the CEO. With such a delicate topic, it is important to have objective benchmarks to compare current organizational board practices to the practices of boards from other health care institutions and to prescriptions from the field. In this context, the Health Research & Educational Trust and the Center for Healthcare Governance  have chosen executive sessions as the first topic in their series of short online surveys that will help provide quick benchmarks of current practices and emerging trends in the field of health care governance. Three hundred fifty CEOs responded to this survey.

Overall, nearly 90% of boards had held at least one executive session in the last two years. Of those boards who had held such a session in the last two years, most averaged between one and eight executive sessions per year, with only 43% of CEOs indicating that such a session was routinely included in the agenda of every board meeting.

Executive Session within last 2 years, 87% indicated yes, 13% indicated no

Executive Session Held per Year, 41% indicated 12 times, 32% indicated 9-11, 13% indicated 5-8 times, 7% indicated 1-4 times, 7% indicated 13 or more times

Executive Session is Routinely included in Every Board Meeting, 57% indicated no and 43% indicated yes

Regarding the sensitivity of executive sessions, it is not surprising that the overwhelming majority of CEOs indicated that the topics of executive performance evaluation and executive compensation were normally included as executive session topics. In addition, around half of CEOs indicated that they always attended the entire executive session. CEOs from smaller institutions and subsidiary hospitals within a health system were much more likely to attend the whole executive session than were CEOs from larger institutions and freestanding hospitals or health systems.

Business Normally Discussed at Executive Sessions, 90% said executive performance evaluation, 74% executive compensation, 38% misc. governance issues, 34% strategy with regards to merger and acquisition, 31% board performance evaluation, 26% general strategic planning, 25% succession planning, 24% clinical quality performance measures, 22% board recruitment and selection

CEO Participation in Executive Sessions, 51% CEO attends entire executive session, 42% CEO attends part of executive session and 7% CEO never attends executive session

In general, larger institutions and freestanding hospitals or health systems held more executive sessions than smaller organizations and subsidiary hospitals within a system. The topics of executive performance evaluation, board performance evaluation, board recruitment and selection, succession planning, and merger and acquisition strategy all  were more likely to be discussed regularly at executive sessions as the number of executive sessions a board held increased.

As expected, sensitive personal issues such as executive performance evaluation, executive compensation, and succession planning were less likely to be discussed as CEO participation in the executive sessions increased. On the other hand, more technical issues such as clinical or quality performance measures, merger and acquisition strategy, and general strategic planning all were significantly more likely to be discussed when CEO participation in executive sessions increased.

Finally, boards of freestanding hospitals and health care systems or networks largely mirrored each other in the topics that were addressed in their executive sessions but were significantly different when compared to boards of hospitals that are subsidiary members of systems. This situation may result because boards of freestanding hospitals and health care systems are the last line of authority and accountability and can not pass up or avoid responsibility for sensitive issues in their executive sessions.

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