what is in camera session


what is in camera session插图

What is an in camera meeting?

“ In camera ” is a Latin term which, in this context, can be understood to mean an in private session. It involves a confidential meeting, or a portion of a meeting, taking place with only Board members present. These meetings are sometimes called Board only sessions.

What is a session held in camera?

Sessions held in camera are being more widely used in the listed and not-for-profit sectors as a means to maintain and improve good governance practices and decision-making on boards and sub-committees. The term in camera means to meet confidentially, and in private. It derives from the Latin and means “in a chamber”.

When does the in-camera session start at the end of a meeting?

The in-camera session at the end of a board meeting starts once the executives have left the room.

What are the benefits of in camera board meetings?

Without the observation of the Chief Executive, in camera sessions allow board members to discuss and relate to one another as equal peers on the leadership team. This can encourage greater honesty among board members and strengthen the Board’s independence from the chief executive.

Why would you need to use an in camera session?

In camera sessions must be used judiciously. Ask yourself if the motivation for a closed or private deliberation is tied to the need for confidentiality or secrecy? These sessions exist to serve particular purposes that the Board should clearly define and follow.

Why do boards invoke in camera?

In the absence of trust, invoking an in camera session in order for the Board to have a frank discussion, likely serves to legitimize organization sanctioned secrecy. The Board and CEO need to cultivate a governance culture of honest dialogue, debate and respectful listening.

How to avoid arousing suspicion in the event you need an in camera session?

One way to avoid arousing suspicion in the event you need an in camera session is by using this type of mechanism before an explicit need is made apparent. Take a portion of every Board meeting and close it off to non-board members.

What does "regularly hold in camera sessions" mean?

Regularly hold in camera sessions : diffuse the notion they are only convened to deal with matters involving the CEO or an imminent crisis.

What is the role of the chair in a meeting?

The Chair's role is to ensure that the meeting never descends into petty gossip. This is crucial to ensure the confidence of the CEO is maintained and a culture of secrecy does not develop.

What is an in camera meeting?

What is an in camera session? “ In camera ” is a Latin term which, in this context, can be understood to mean an "in private" session. It involves a confidential meeting, or a portion of a meeting, taking place with only Board members present. These meetings are sometimes called "Board only" sessions.

Why do board members use camera?

Without the observation of the Chief Executive, in camera sessions allow board members to discuss and relate to one another as equal peers on the leadership team. This can encourage greater honesty among board members and strengthen the Board’s independence from the chief executive.

What is an in camera meeting?

In-camera meetings, as they are called in Canada – or executive sessions, as they are referred to in the US – are special meetings where independent directors or committees of the board convene separately from management to have candid, off-the-record discussions about matters that are important to the company.

What does Groves say about directors?

Groves explains that directors could be challenging each other in support of management, or simply reviewing whether the board is comfortable with the chosen successor set to take over the company if the current CEO were to be suddenly hit by a bus.

What is the role of corporate secretary in a board meeting?

As the corporate secretary generally manages the affairs of the board, keeping the directors informed and taking board minutes, ...

Why don't management teams like in-camera meetings?

Management may not agree. ‘A lot of management teams don’t like in-camera meetings because they know the directors are talking about them, ’ notes Groves. ‘That is what is happening, but it’s not always negative.’.

Why are minutes not taken?

Minutes are not taken when these sensitive issues are discussed ‘because minutes could be used in a lawsuit, ’ Archibald says. Also, board members want to feel comfortable that their criticisms and observations won’t come back to haunt them later.

When do directors talk in camera?

The in-camera session is often held after the general board meeting is over, but Archibald, whose company provides outsourced corporate secretary services to Canadian issuers, says ‘some companies hold it at the beginning, so you’ve got directors talking about agenda items before management comes to the meeting.’ This pre-meeting discussion can help directors clarify things and enable them to go into the board meeting with unified positions on the most difficult topics.

Should boards use in camera meetings?

Committees within the board should also use in-camera meetings when appropriate . Archibald says an in-camera with the audit committee and the auditor to talk about how management is handling things should be standard practice.

What is in camera and board only?

The purpose of in camera and board-only sessions is ? to provide an opportunity for the board to discuss particularly sensitive matters within the jurisdiction of the board (such as litigation, labour relations, or management performance) ? to provide an opportunity for the board to discuss sensitive internal board governance matters ? to provide an opportunity for the board to review the performance and compensation of the president, in the absence of resource officers or others who are not members of the board ? to provide a forum in which board members who are reticent or reluctant to speak may indicate this and seek advice on the appropriate way to raise issues of concern ? in the case of internal and external auditors, to safeguard the independence of those officers by providing direct access to the board without members of the administration in attendance

What are the bylaws of the Board of Governors?

The bylaws of the Board of Governors provide that meetings of the Board of Governors are open only to board members and resource officers, and other officers of the university and guests who may be invited to attend meetings, where such attendance is warranted by the agenda. The bylaws also provide that the agenda shall include provision for in camera items for consideration by board members only, without the presence of resource officers (V.5, V.6).

Can board meetings be in camera?

In general, board business should not be transacted in an in camera or board-only session unless it is minuted. If any business is to be conducted or motions carried at an in camera or board-only session, the secretary should be invited to return to the board room to record the decision(s) for the minutes, and the item should be included in a confidential addendum to the minutes and brought to the next meeting of the board for approval.

Is a board of governors a voting member?

Participation: All members of the Board of Governors or its committee s, whether internal or external, are full voting members and should not be excluded from discussions of the board except where a conflict of interest is declared or is identified by the chair. However, members of the board