As the former Corporate Secretary of BCE Inc. and Bell Canada, as well as other public companies, my advice is:

1.  The in-camera session occurred - so it must be reflected in the minutes as having occurred (this also helps to prove, in litigation or to regulators, that the Board is following the "best practice" of holding in-camera sessions without management present);

2.  The members of the board should be able to review the minutes and be "reminded" of what topic(s) were discussed at the in-camera session -- so yes, the Chair should advise the Corporate Secretary of the topics addressed during the session for inclusion in the minutes (no details of the discussions should be included);

3.  If the Board took an official action/decision/resolution, this should be reflected in the minutes in appropriate detail; and

4.  If the Board has determined to instruct management to follow-up/take action based on the in-camera discussions, that action item should be reflected in the minutes for the session.

The Olah Group - Corporate Governance Consulting

p.olah@sympatico.ca