4.3 Meetings of Independent Directors

In large companies, it is standard governance that the independent directors meet regularly separately from management directors. The CEO, as management, would not join these meetings.

Even in early-stage technology companies, independent directors should meet to ensure that the company is seen to be receiving oversight and guidance by a group entirely independent of management. It should be documented in the Company’s Board manual that the Board has the right and responsibility to hold meetings of its independent directors.

Typically, for convenience, the independent directors would meet just prior to a regular Board meeting, unless there was an important issue that required an extraordinary meeting. By definition, the Chairman would need to organize the meeting without the usual help of the Board secretary.

In a regularly scheduled independent meeting, directors discuss in general terms the work of the committees and the Board. They may air issues that might be resolved without resort to a minuted Board discussion. One theme would be the openness and responsiveness of management to the Board.

Any review of executive compensation must be done in an independent directors meeting.

One or more of the independent directors may request an extraordinary meeting of the independent directors to hold management to account if he or they reasonably believe that management has breached its fiduciary duty. See Holding Management to Account.