One of the most delicate topics in governance is the ability to discuss freely any contentious agenda items. As the Board and committees are intended to oversee the management and the executive team in place, it may be difficult in their presence to address openly certain subjects during a meeting. This may be even more difficult when discussing and evaluating their performance.
The governance practice “in-camera session” is designed to help board to manage these delicate situations. Note that in-camera session if started should be held at every meeting, otherwise it will stress too much the CEO and the management since they will suspect that a request for a private session is to talk about them.
A definition of what constitutes an in-camera session is when directors meet on their own, without management or any other non-Board member present.
The legal term is “recused,” which means to disqualify someone from participation in a decision on grounds that they cannot, because of a particular interest or position, objectively discuss the matter.
Currently accepted principles of good governance provide that all boards and committees should regularly hold scheduled in camera sessions for board members only.
We find several references to this practice to hold a session of 15 minutes or less at the end of CA with only directors. It’s providing them with the opportunity to talk about more sensitive elements or simply get together as a team. In Camera session provide:
• an opportunity for the board to discuss particularly sensitive matters within the jurisdiction of the board (such as litigation, work relations, management/CEO’s performance )
• an opportunity for the board to discuss sensitive internal board governance matters, attendance, evaluation, leadership
• an opportunity for the board to review the performance and compensation of the president, discuss the attitude of one director, etc.
In conclusion, in–camera sessions are a very valuable tool allowing full and open debate on different topics strictly between board members and without any possible interference.