In-Camera

An in-camera meeting or session is a meeting (or a part of a meeting) of an organisation’s board of directors that specifically excludes others such as executives or staff.

The term “in camera” is Latin for “in a chamber” or “in private,” and these meetings provide the board with the opportunity to discuss sensitive or confidential matters, such as potential conflicts, legal issues, or sensitive financial information.

Boards of not-for-profit organisations deliberate on a range of issues, from the mundane to highly sensitive and contentious matters. Many boards regularly invite senior management and others to attend meetings, perhaps to give a report or to provide a presentation on a particular issue, so that the board can make a more informed decision.

As a way of managing potentially prickly issues, some boards conduct the discussion of these issues in-camera (without others such as management present). However, unless the board has a clear understanding of the purpose of in-camera meetings, these meetings can be harmful to the interests of the organisation. In camera sessions should be used sparingly.

In-camera meetings are viewed as legitimate board meetings in the eyes of the law, as long as other usual meeting requirements are met, such as those relating to the quorum and notice of meeting.

Generally, boards will hold meetings in-camera in order to have the opportunity to discuss confidential matters.

A Board may decide to hold a meeting in-camera for many purposes, including:

• Discussing particularly sensitive (litigation, employee relations, board or executive succession planning or management performance)
• Discussing internal governance problems
• Reviewing the performance and compensation of the CEO or other members of the executive
• In the case of auditors, to safeguard the independence of those officers by providing direct access to the board without management in attendance.

In-camera meetings must be used judiciously. Regrettably, there can be a stigma of secrecy attached to in-camera meetings. This stigma is, in many cases, attributable to the fact that:

• Impromptu in-camera meetings are usually only called when an important issue arises
• Nobody, other than those permitted to attend (i.e., the board members), knows what is being discussed during the in-camera meetings.

This can create a concern within the organisation, that there may be a looming issue or crisis or if overused that the board is being secretive.

A significant downside of using in-camera meetings is not having senior management and other related parties in the board meeting may mean that the board will not have access to the information it requires in order for it to make the best decision. Therefore, the improper use of in-camera meetings may not only lead to the perception that a culture of secrecy exists, but also limit the ability of the board to make optimal decisions in the interests of the organisation.

When deciding to hold a meeting in-camera or otherwise, the most important questions for the board are:

• do we have the information necessary to make an informed decision?
• Will excluding someone from deliberations compromise the information, expertise or perspective available to the board?

As a matter of good governance, boards might consider regularly allocating time for an in-camera discussion at a certain point during each of their meetings, rather than conducting full board meetings in-camera.

Although an in-camera discussion may be listed on the agenda for each board meeting, this does not mean that boards must or should hold in-camera discussions each time. Rather, the practice is intended to provide the board with the opportunity, as required, to discuss those confidential matters where disclosure to executive directors, staff or any other person who is not a member of the board might be seen as prejudicial to an individual or the organisation.

By regularly including in-camera discussions as an agenda item at each meeting of the board, such discussions are less likely to create doubt and mistrust within senior management and other staff. Additionally, by regularly including in-camera discussions on the agenda, even if they are not always used, it helps to ensure that the use of in-camera meetings is seen as a normal and appropriate practice, rather than something that is only done in times of crisis or secrecy.

Boards should also consider adopting an in-camera meeting policy to outline the proper use and procedures for these types of meetings. The policy should include guidelines for when in-camera meetings can be held, what types of issues can be discussed, and how the minutes of the meeting should be kept and reported to the organisation. This can help to ensure that in-camera meetings are used appropriately and that the interests of the stakeholders and the organisation are protected.

Further 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