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In Camera Board Meetings

In addition to regular Board meetings, current governance norms recommend the regular use of in camera meetings, also referred to as executive sessions, by governing boards. When used properly, in camera sessions can be very helpful to a Board’s effective functioning. However, when used improperly, they can damage the Board’s relationship with senior management and the integrity of the Board’s decision-making.

In camera sessions are normally only attended by directors but may involve others (e.g. CEO, external advisors, etc.) by invitation. They provide an opportunity for directors to raise and discuss with each other any concerns that they may have. Through discussion, the concerns may be alleviated or validated; in the latter case, the Board will formulate specific follow-up requests of management. In camera sessions promote Board independence and also serve as a helpful “early warning system” for the Board Chair and the CEO.

Typically, the CEO is invited to join the Board for the first segment of the in camera session. The Chair will invite directors to ask any questions of the CEO that they may have been reluctant to ask in the regular Board meeting. Once any discussion between the Board and CEO is concluded, the CEO leaves the in camera session. The Chair asks the directors if anyone has anything that they would like to discuss in camera. In some instances, there will be nothing identified. In other instances, a director or directors may identify questions or concerns relating to such areas as:

  • Ask questions of clarification of other directors that they might feel reluctant to ask management
  • The Board’s own functioning
  • The quality and timeliness of information provided to the Board
  • The organization’s direction or performance
  • The organization’s relationship with key stakeholders.

An in camera session is not an appropriate forum for:

  • Micromanaging – talking too much about operational issues that fall within the CEO’s purview
  • Dealing with issues that the Board should have the courage and capacity to deal with in regular Board meetings
  • Drawing conclusions without providing management with the opportunity to respond to any questions or concerns.

Immediately following in camera sessions, the Board Chair should meet with the CEO to share with him/her, on a non-attribution basis, a summary of all matters discussed during the in camera session and any specific requests for research, further discussion or formal follow-up from the Board flowing from the in camera discussion. In camera sessions are not “secret” sessions; rather, they are simply an opportunity for some Board-only discussion of matters relating to the Board’s work. The CEO is made aware of the matters discussed in his/her absence. Normal rules relating to Board confidentiality apply to in camera sessions.

It is important to properly manage the Board’s or committees’ use of in camera sessions. Suggestions for “doing it right” include:

  • Treat in camera sessions like a normal part of the Board’s work – no “big deal”
  • Share, through the Board Chair, the key points of discussion with the CEO immediately following the session – there should be “no surprises”;
  • Consider including the CEO in the initial part of the in camera sessions unless they concern his/her performance evaluation or compensation
  • Bear the notion of “walking a mile in the CEO’s shoes” in mind
  • Invite a focus on current issues or concerns – in camera sessions are not intended to rehash ancient history or chronic pet peeves
  • Allow a sufficiently full discussion of issues or concerns to either dispel the concerns or develop the Board’s next steps in dealing with them (which would typically involve seeking more information and analysis from management).

The Chair’s ability to facilitate and manage the executive sessions is an important factor. The success of executive sessions often depends upon the trust relationship between the Chair and the CEO – where there is a healthy, trusting relationship, the CEO will have confidence that the Chair will ensure a fair and honest discussion and will bring back all the issues to the CEO.

We recommend that boards adopt a policy on in camera sessions so that the rules of engagement are clear for both directors and senior management. The policy should describe the purpose of executive sessions as well as the process to be followed. It should also provide guidance on the types of topics that are appropriate (or not) for in camera sessions.

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