Most people involved in organizations know that board meetings should be held regularly in order to ensure proper governance and adequate communication opportunities within the organization. However, what many people do not know is when and how in-camera board meetings should be held.
An in-camera board meeting (also sometimes referred to as an executive session) is held when directors meet behind closed doors, without management or any other non-board member present. Although members of the organization who are not members of the board or even non-members may be invited by the board of directors to attend, perhaps to give a report, they are not entitled to attend. Matters discussed at an in-camera board meeting are confidential. Regrettably, there appears to be a stigma attached to in-camera board meetings. This stigma is, in most cases, attributable to the fact that
- impromptu in-camera meetings are usually only called when an important issue arises and
- no one, other than those permitted to attend, knows what is discussed during the in-camera meetings. This then creates worry within the organization that there may be a looming issue or crisis.
In order to provide means for directors to voice their concerns without having to call impromptu meetings and risk creating a sense of worry within the organization, in-camera board meetings should be held on a regular basis.
B. GOOD GOVERNANCE
As a matter of good governance, it is a good practice for directors to regularly allocate time for an in-camera discussion towards the end of each meeting of the board. Even though in-camera sessions are included as an agenda item for each meeting, directors are not required to hold in-camera discussions each time. Rather, the practice is intended to provide the directors with the opportunity, as required, to discuss those confidential matters where disclosure to non-board members might be prejudicial to an individual or the organization. By regularly including in-camera sessions as an agenda item for board meetings, such sessions are less likely to create doubt and mistrust within management and other staff. While there does not appear to be a formal rule on the issue of whether or not the board meeting agenda should include a brief and generic description of the topic to be discussed at in-camera sessions, the board of directors should make this decision based on what it feels is most appropriate for the organization.
In considering this issue, the board of directors should take into account whether the inclusion of such a description could give rise to speculation and erroneous conclusions with respect to the subject matter of the in-camera session. If directors are desirous of receiving advance notice of the topic to be discussed in-camera, there are other ways of communicating the information without including it in the agenda. For example, the Chair of the board could call the directors in advance to let them know what the purpose of the in-camera session will be.
C. DRAFTING A POLICY
Organizations should consider adopting an in-camera board meetings policy which outlines when and how in-camera board meetings will be held. This added transparency often alleviates concerns surrounding the motives behind in-camera board meetings. Such a policy will typical contain information such as the purpose of holding in camera meetings, the matters that should be discussed at such meetings, the preparation of the agenda and the procedural rules to be followed, including how minutes will be taken and kept.
Matters that are commonly discussed in-camera include:
- Board issues such as internal problems and factions
- Board objectives and performance
- Board and management succession planning
- Reviewing the CEO’s performance, compensation and employment status
- Reviewing personnel and employment/labour matters
- Discussing government policies and their implications for the organization
- Discussing legal advice and litigation
If a particular matter should be heard with the CEO or the management staff present, then it should not be heard in-camera.
Minutes of an in-camera meeting should include, at a minimum, the following:
- The place, date and start time of the meeting;
- The persons present;
- Who served as chair and secretary;
- The text of all resolutions;
- The results of votes on all resolutions;
- Any formal objections of directors; and
- The time of adjournment.
In order to maintain confidentiality, minutes of in-camera sessions should be filed separately from other records and only a restricted list of directors should have access to them.
A well thought out in-camera board meeting policy is an essential tool in any organization. The policy should be accessible to everyone. Board members and non-board members should be familiar with the policy so as to ensure that the meetings serve their purpose.