In several articles and books I have been reading in recent times the issue of the board meeting without the CEO present has been discussed in some depth. I “bravely/stupidly” floated this idea at a recent session in Palmerston North and was met with vehement disagreement and disbelief by some present that this could even be suggested! I comforted myself by remembering a quote which runs something like “I never learnt anything from anyone who agreed with me” before promising to write an article on this challenging idea.

When looking at many governance articles it must be remembered that many of these are written for organisations other than schools, therefore, we must look to see if any of these suggestions would fit our own model of governance before simply adopting all seemingly good ideas. On the other hand, we must not use the “but schools are very different” argument to stop us reflecting on what we do and how we can improve.

I would be very interested in hearing from boards who have tried this idea and how it worked for you or from those trustees who have strong views on the issue.

So, let’s look at this in-depth. Firstly, why would a board wish to meet without the principal? Some of these articles discuss the fact that on many boards the CEO has too much influence on the board and the decisions it makes. At times boards can be too passive and not challenge decisions in terms of the risks they pose to the organisation, or in the case of schools, to the students. The board spends very little time discussing governance and how the board wishes to ensure that it is doing a thorough and effective job. These meetings can support the board to stay focused in regards to their governance role.

I am sure we can all recall the demise of some very high profile boards both nationally and internationally who have not stepped up to their governance responsibilities by becoming complacent and willing to acquiesce to their CEO. Enron was an excellent example of this! Whilst organisations need strong, independent-thinking CEOs, they also need competent and questioning boards. In the Enron case, and, locally, the Air New Zealand case, the boards’ reluctance to challenge management and the “I was unaware of what was going on” argument was found to be unacceptable. The question to ponder is: Are schools any different? Have we had school boards fall into this category already?

These meetings would need to support the implementation of good governance and therefore like all board processes would need to be reviewed to ensure maximum effectiveness. If the result of the review was that they did not add any value and did not support good governance outcomes then a wise board would look to make changes.

It is also important to emphasise that these meetings should never be used as a back door way of discussing all the things you are unhappy about that should be discussed with the principal.

According to one statistic on the following website,, only about 30 percent of current corporate boards have an independent chair (ie, not board members who are employees) and meet without the CEO present. It is interesting to note, however, that this article states they are considered to be among the best practices of boards of high performing organisations.

What would a board do at these meetings?

The board would be wise to also be very clear about what it wants to do and not do with this time. At times, reports can be very education language focused, and may need to have a lay person’s discussion first to ensure everyone understands the issues. Discussions around board agenda format, reporting to the board, strategic direction, governance policies and their implementation, board composition, new board member induction, etc, could all be topics worthy of discussion.

How often would these meetings be?

One secondary school board I know of meets in this way for 15 minutes before every board meeting in order to discuss the agenda and any items they may need clarification on. For other boards, once a term, or once a year, would be sufficient. This would form part of the board’s annual calendar. It is a planned, overt meeting rather than the often covert car park gatherings or email exchanges.

How would a board go about implementing this?

Does legislation allow us to do this? My learned colleague Ron Mulligan on the NZSTA helpdesk assures me that yes, it does. The Local Government Official Information and Meetings Act Section 45 (2) states “ For the avoidance of doubt it is hereby declared that any meeting of a local authority or of any committee or sub committee of a local authority, at which no resolutions or decisions are made is not a meeting for the purposes of this Part.” Therefore these meetings do not need to ensure that they meet legislation relating to board meetings.

As you can imagine, the principal may well be a little defensive and very suspicious of the board suddenly wishing to implement this type of approach. If a board did there would need to be a well thought out and discussed session around this. Instituting a set of guidelines or protocols that underpin the intentions of these meetings and the general understanding in regards to the relationship between the board and the principal would be a wise move. Call these meetings gatherings or moots (an assembly of people to discuss or debate issues).

Some organisations have a governance committee, which is made up of non staff members, whose responsibility is to ensure that the board creates and maintains a model of governance that ensures the board focuses on governance and continually looks for ways to improve the board. The principal can be invited as a guest to these meetings where appropriate, eg, the relationship between the board and the principal is a leadership partnership with each partner knowing and understanding the roles and responsibilities of the other. There is mutual trust between the two and the board acknowledges that the principal is the board’s chief adviser and the professional leader of the school.

In order to ensure this relationship continues positively a board would want to establish guidelines, such as the following, as the basis by which the board meets without the principal present:

  1. No decisions will be made at this meeting that are binding on the board
  2. The meeting may be in private
  3. The chair will discuss with the principal any matters that arise from the meeting so that the principle of no surprises between the board and the principal can be maintained
  4. These meetings will not be used to discuss issues behind the principal’s back that should be addressed with the principal
  5. The principal may be invited as a guest to any of these meetings

In conclusion, NZSTA does not have a stance on the issue and, personally, I’m still reading and researching! As always the decision rests with the board, and every board will be different. It is for each board to determine whether this is a valid way for the board to enhance its governance role. Any board that does meet separately, or is contemplating it, should make sure that it carefully and robustly discusses the issue and then takes the time to ensure that the protocols are in place in order for this to be an open and transparent process.

The relationship between the principal and the board is a vitally important one and a board would need to ensure that discussion occurred well before the first meeting.

The Complete Guide to Good Governance in Organisations and Companies by Doug Matheson
Good Governance Magazine: Number 44