NYSE and Nasdaq rules require outside directors
to meet in regularly scheduled executive sessions without management present

Some companies also designate an outside director
to be the presiding director to oversee
these executive sessions and related matters

Text of Rule

Non-management directors must have
separate regularly scheduled meetings

• Frequency for regularly scheduled not specified
• Can include non-management directors
  who do not qualify as independent
• But should then at least once a year schedule
  an executive session including only independent directors
• Not required to have a single presiding director
  for executive sessions

• e.g., can rotate position among chairs of board committees

• Must disclose choice of presiding director
  in proxy statement or, alternatively,
  procedure used for rotating position
• Can be same process used for audit committee
  per Rule 10A-3(b)(3)

Applies to:

Does not apply to:

NYSE 303A.03 also requires a method for directors to receive communications from shareholders and others

• See Communicating with Directors

NYSE FAQs

Archive

Text of Rule

Must have regularly scheduled sessions with only independent directors

• "At least twice a year, and perhaps more frequently"
  see IM-4350-4

Applies to

Does not apply to

Archive

Conference Board Commission on Public Trust

• Recommendations on Corporate governance 1.09.03

• Executive summary

• Blue ribbon panel recommends splitting Chairman / CEO roles or in alternative, establishing a "presiding director"

General Electric Company

Citigroup appoints "lead director"

Corporate Governance