The Essential Guide to In-Camera Board Meetings

Q&A summary with NFP expert and Atlantic Business Magazine CEO Hall of Fame member Darrell Kuhn

In-camera board meetings play a pivotal, albeit less visible role in board communication. The term “in-camera” actually comes from the Latin term “in chambers” which means in secret. These meetings are held away from the public eye and even management. They allow board members a sanctuary for honesty, integrity, and unfiltered discussion on the most sensitive issues that an organization faces – from evaluating the CEO’s performance to dissecting financial health or navigating legal minefields, and any other topics where the presence of management might inhibit open dialogue.

In-camera sessions ensure that decisions are made with the greatest care and accountability. Discussing these matters in-camera ensures that board members can speak freely, offer unguarded opinions, and make decisions without external pressures, thereby upholding the organization’s best interests.

The Core of In-Camera Meetings

In-camera meetings are designed to discuss matters that require a level of confidentiality that is not possible in a regular board meeting. The essence of these meetings is to create a space where candidness and openness are not just encouraged but required. They stand as a testament to an organization’s commitment to good governance, serving as a clear indicator that it values discretion and integrity in its decision-making processes.

The Significance of Regular Sessions

Regularly scheduled in-camera meetings ensure ongoing, rigorous scrutiny of the organization’s most crucial and sensitive aspects, from financial stability to strategic direction and executive performance. They are a proactive approach to governance, aiming to identify and mitigate issues before they escalate into crises. These sessions also help cultivate a culture of trust and transparency among board members, reassuring stakeholders that governance is taken seriously and executed with the utmost responsibility.

Who Should Be Attending In-Camera Sessions?

Typically you’ll want everybody on board except management. I’m not degrading management by any means, but the board needs to hold certain discussions within a candid environment. Sometimes there may also be outside guests invited. These guests could include:

  1. External auditors – if there has been an issue that they had to deal with that may need to be done in camera 
  2. Legal counsel – if there is a termination of the Executive Director, CEO or perhaps an issue of fraud or any type of litigation and critical information is required 
  3. The regulator – sometimes the regulator may not be comfortable with the direction of the organization and they may ask for an in-camera with the board in order to have that discussion without management present

Crafting an In-Camera Meeting Policy and Procedure

A well-defined policy on in-camera meetings is the backbone of their success. Such a policy outlines the how, when, and why for these meetings, ensuring they are conducted with purpose, efficiency, and transparency. The policy should detail the procedures for scheduling meetings, setting agendas, managing discussions, and documenting conclusions – thereby safeguarding the process against potential misuse and ensuring it serves its intended governance-enhancing purpose. It should also detail who manages the session as well as the frequency of such meetings.

When in-camera sessions occur, the meeting structure should be similar to a regular board meeting, meaning you would still follow Robert’s Rules of Order in conducting the meeting. The Board Chair is the facilitator. They conduct the meeting and will have the agenda items drafted and provided only at the meeting. Those agenda items may have come from a previous board meeting, or maybe somebody just gave the Board Chair a call to request discussion on a topic. 

If you aren’t familiar with Robert’s Rules of Order, it is a guide that provides support to boards in how they conduct their board meetings. This includes calling the meeting to order, all the motions, and even the adjournment process. The guide helps ensure that everybody has an opportunity to speak on a particular item.

Engaging with External Auditors

The interaction between the board and external auditors during in-camera meetings is particularly noteworthy. These sessions allow auditors to discuss their findings, audit scopes, and any concerns directly with the board, free from the influence of management. This direct line of communication is invaluable for maintaining financial integrity, addressing potential issues proactively, and ensuring that the organization’s financial statements accurately reflect its reality. If your donors are concerned about your financial integrity at any point, they may withdraw part or all of their funding. You certainly never want to be in a position of cutting back services just to survive or in a situation where reputation damage impacts your organization. 

I’ll give you an example of an experience I once encountered. I had been a regulator at one time and this particular board had the external auditors in play. This was a local reputable brand name firm. They were doing their audit and they were not getting information that they needed so they were trying to get an in-camera meeting with the board and it was thwarted at each request. The CEO would not allow them to talk to the board and was not providing the financial information that they needed. 

It got so bad that halfway through the audit the external auditors resigned. I can tell you as a regulator, that when an external auditor resigns during an audit that is a huge red flag and quite frankly should be for any stakeholder as well. 

We ended up hiring another external auditing firm from out of province that specialized in this type of audit. Upon finalizing the audit, the new firm contacted us and were very clear that we needed to regain control of the organization immediately because of the significant deficiencies in the organization’s processes. It turns out that there were substantial financial losses and severe reputational risks to that organization. The original auditing firm ended up in legal trouble for their inaction during their process as well. In short, nobody wins when people aren’t granted the information they need.

Question #1: How do I start implementing in-camera meetings with my board?

Introducing in-camera meetings to a board that has never practiced them can seem daunting. The key is to start with a clear understanding of their purpose and benefits, followed by the development of a solid policy framework. Educating board members on the value of these meetings and setting clear expectations for conduct and confidentiality can facilitate a smooth transition. Regular review and refinement of the process can help ensure that in-camera meetings fulfill their governance-enhancing potential.

Question #2 How do we record minutes for something that’s supposed to be private?

I would use the term ‘keeping notes’ as opposed to keeping minutes of the in-camera meeting because you’re not taking full minutes as you would for a regular meeting. The notes can be signed off by the Board Chair and the Corporate Secretary at the end and then filed under lock and key, separately and away from the general board meeting minutes. They can be provided to the board by the Board Chair or Corporate Secretary if they need to do a review. The CEO or Executive Director should have no control over in-camera meeting notes.

D2 offers a variety of easy to follow, self paced courses to help run your board more effectively, including a free course on how to run your board meetings more effectively, with a written guide, more video content and even sample governing policies you can start using today to get started.

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