Try a FREE Board Survey and get a Benchmarked Report - Click Here

Governance Q&A

Home | Governance Q&As | Board/CEO relationship | What is an ‘in-camera session’?

Search our Governance Q&A directory

What is an ‘in-camera session’?

An in-camera session is a session with non-executive directors in the absence of the CEO and other executives.

An in-camera session allows the Chair to keep the rest of the board appraised of the main challenges being dealt with and discussed by the Chair and CEO. Directors are provided the opportunity to voice any concerns that they prefer to discuss without the CEO present. The in-camera session serves as an excellent forum for the board to reach a consensus on significant issues. Additionally, the Chair can utilise this time to ensure that the meeting prioritises matters that are most relevant to the directors.

More on this topic

The board oversees financial reporting by ensuring that accurate and timely financial statements are prepared in accordance with applicable accounting standards and regulations. The board, often through the audit committee, reviews and approves the financial statements, monitors the organisation’s internal controls and engages with external auditors to ensure the integrity of the financial reporting process. The board also addresses any issues or discrepancies identified during the audit process.

Board independence is significant because it ensures that the board can provide objective oversight and make decisions that are in the best interest of the organisation, free from conflicts of interest. Independent directors bring an unbiased perspective and are less likely to be influenced by management or other stakeholders. This enhances the board’s ability to hold management accountable and make decisions that prioritize the long-term success of the organisation.

Challenges of board governance include managing conflicts of interest, ensuring diversity and inclusion, balancing short-term and long-term objectives and maintaining effective oversight without micromanaging. Boards also face challenges in adapting to changing regulatory environments, technological advancements and evolving stakeholder expectations. Continuous education and self-assessment are key to overcoming these challenges and ensuring effective governance.

Boards can improve decision-making processes by ensuring they have access to accurate and timely information, fostering open and constructive discussions and encouraging diverse viewpoints. Boards should also implement clear procedures for decision-making, including setting agendas in advance, defining criteria for decisions and documenting the rationale for decisions. Regular reviews of past decisions can help the board learn from experience and continuously improve its processes.

The board evaluates the CEO’s performance by setting clear performance goals and metrics at the beginning of the year and reviewing the CEO’s achievements against these targets. The evaluation process may include feedback from board members, senior management and sometimes external stakeholders. The board assesses the CEO’s leadership, decision-making and overall contribution to the organisation’s success. The results of the evaluation are used to determine compensation and development opportunities for the CEO.

Key components of a board effectiveness survey include questions on board composition, meeting effectiveness, decision-making processes, leadership quality, director engagement and the board’s relationship with management. The survey may also assess the board’s understanding of the organisation’s strategy, its oversight of risk management and its adherence to governance best practices. These components help provide a comprehensive view of the board’s performance.

A board can improve its governance practices by conducting regular assessments of its performance, staying informed about governance trends and best practices and seeking feedback from stakeholders. Continuous education and training for board members, as well as implementing the recommendations from board reviews and assessments, can also enhance governance effectiveness. Additionally, fostering a culture of open communication and collaboration among board members is crucial.

Board governance has a profound impact on corporate culture, as the board sets the tone for ethical behaviour, values and organisational priorities. Through its policies, leadership style and oversight, the board influences how employees and management approach their work and interact with stakeholders. A strong governance framework promotes a culture of integrity, accountability and commitment to the organisation’s mission.

Got a board governance question you’d like answered for free?
Email us today.

"*" indicates required fields

Nick Barnett

Talk to a Governance Expert.  
Schedule a call