I am interested in guidance on when an in camera is appropriate and when in camera minutes are appropriate. My research leads me to understand an in camera may be appropriate in the following situations, and should not otherwise be used:

(a)       to provide an opportunity for the Board to discuss particularly sensitive matters within the jurisdiction of the board (i.e. CEO performance, conflicts of interest, legal issues);

(b)      to provide an opportunity for the Board to discuss sensitive internal board governance matters; 

(c)       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;

(d)  in the case of internal and external auditors, to safeguard the independence of those auditors by providing direct access to the Audit Committee without members of management in attendance. 

Questions:

1. Does your organization have an in camera policy? 

2. Are the reasons listed above similar to your understanding of when an in camera should be used, or are there others?

3. Do you minute your in cameras? 

No formal policy. As for minutes, I am usually advised afterwards, by the person chairing the in camera, if there is anything to minute arising from the discussion. Usually there is nothing (and that is so recorded), but occasionally there is an action item or a line or two arising from the in camera.