What is an In-Camera Meeting? A Guide for Boards

An in-camera meeting is a board session held without management, staff, or other non-directors present. The term comes from the Latin “in camera,” meaning “in a chamber” or “in private.”

Most boards regularly invite the CEO and senior managers to attend meetings, whether to present a report or answer questions on a particular issue. This is normal and usually helps the board make better decisions. But some matters require the board to talk without management in the room. CEO performance reviews are the most obvious example. Legal disputes where management has a personal interest, conflicts of interest involving a senior executive, succession planning, and sensitive financial matters like a potential acquisition are others.

An in-camera session can be a scheduled part of a regular board meeting or a standalone meeting called for a specific purpose. Most commonly, it is a portion of the meeting where the chair asks non-directors to leave the room for specific agenda items, after which they return and the meeting continues in open session. Either way, it is a formal board proceeding. Decisions made in camera carry the same legal weight as decisions made in open session.

In New Zealand, organisations that hold public meetings — such as school boards — use the term public excluded business (PEB) to describe the in-camera portion of the meeting. The board passes a resolution to exclude the public from a specific part of the meeting under the Local Government Official Information and Meetings Act 1987 or the relevant education legislation. The effect is the same: non-directors and members of the public leave, the board discusses the sensitive items, and the meeting reopens.

When to go in camera

Not every sensitive topic needs an in-camera session. The test is whether having management or other non-directors in the room would compromise the board’s ability to have an honest discussion or make an independent decision.

The most common reasons are reviewing the CEO’s performance or remuneration, discussing legal advice where management has a personal interest in the outcome, addressing a conflict of interest involving a senior executive, and hearing directly from auditors without management present. Internal governance problems, such as a complaint about a director or a dispute between board members, are another common reason.

If the board can have the discussion openly and still reach a good decision, there is no reason to go in camera. Overuse weakens the practice. When everything is in camera, nothing is.

How to run an in-camera session

The mechanics matter. A poorly run in-camera session creates confusion about what was decided and who is responsible for follow-up.

1. Schedule it in advance. The most effective approach is to include an in-camera item on the agenda for every board meeting. This normalises the practice and removes the anxiety that comes with ad-hoc sessions. If there is nothing to discuss, the chair simply notes that the in-camera item was not needed and the meeting moves on.

2. Be clear about who leaves. The chair should explain who is being asked to leave and why. In most cases, this means all non-directors. Sometimes the CEO stays for part of the discussion and leaves for the rest – for example when the board wants the CEO’s input on a legal matter but then needs to discuss the CEO’s own performance.

3. Decide whether to take minutes. This depends on the organisation’s policy and the nature of the discussion. If the board makes a decision, that decision should be recorded. The minutes don’t need to capture the full discussion, but they should record any resolutions passed. In-camera minutes should be kept separately from the main board minutes with access restricted to directors.

4. Close the loop. After the session, the chair should communicate relevant outcomes to management. If the board discussed the CEO’s performance, the chair typically provides feedback directly. If a decision was made that affects operations, management needs to know the decision, though not necessarily the discussion that led to it.

The secrecy problem

In-camera sessions have a reputation problem. When a board suddenly goes behind closed doors, staff and management assume the worst. Is someone being fired? Is the organisation in financial trouble?

The fix is predictability. When in-camera time is a standing agenda item at every meeting, it stops being a signal that something is wrong. Staff get used to it. Management stops reading into it. Including it on the agenda doesn’t mean the board has to use it every time – it just means the option is there without drama.

The other risk is information. Excluding management from the room means excluding their knowledge. If the board is discussing a complex operational matter in camera, it may not have the information it needs to make a good decision. Before going in camera, the chair should ask: do we have the information we need? Will excluding anyone compromise the quality of this discussion? If the answer is no, the discussion should happen in open session, or the board should get the information it needs first.

Having an in-camera policy

A written policy removes ambiguity. It should cover when in-camera sessions can be called, who has the authority to call them (usually the chair or a majority of directors), what types of matters are appropriate for in-camera discussion, how minutes are handled and stored, who has access to in-camera minutes, and how outcomes are communicated to management after the session.

The policy doesn’t need to be long. Its purpose is to make sure all directors understand the rules and that the practice is consistent rather than ad hoc.

Managing in-camera sessions with a board portal

Keeping in-camera minutes separate, restricting access, and making sure the right people see the right documents is hard to do over email. A board portal solves this.

Our Cat Herder lets you include in-camera as a standing agenda item, store in-camera minutes separately with restricted access, and keep a clear record of decisions without mixing them into the main board papers.

In-camera sessions and the law

In-camera sessions are legally valid board proceedings in Australia, New Zealand, Canada, and the UK, provided the usual meeting requirements are met. This means proper notice, a quorum, and a record of any decisions made.

The companies legislation in these jurisdictions does not specifically address in-camera board sessions. They fall under the general provisions for directors’ meetings: the Corporations Act 2001 in Australia, the Companies Act 1993 in New Zealand, the Canada Business Corporations Act (or provincial equivalents) in Canada, and the Companies Act 2006 in the UK.

Directors owe their usual duties during in-camera discussions. Acting in good faith, exercising care and diligence, and avoiding conflicts of interest all apply regardless of whether the session is open or closed. A decision made in camera is no less binding – and no less subject to scrutiny – than one made in open session.

Frequently Asked Questions

Related Terms

Minutes

Meeting Agenda

Quorum

Board of Directors

Chairperson

Committee

Governance

Additional Resources

Pulling in the Same Direction – How to be an Effective Board

Difficult Conversations About Director Performance

It’s not in the Tea Leaves, It’s in the Minutes

Meeting Minutes, An Essential Guide for Directors