How do board in camera sessions help induct new directors?
Scheduling regular in-camera board sessions are an important principle of good governance, particularly in the current environment where Governance Evaluator are witnessing a growing number of new directors on the boards we are working with. These sessions are great for new directors to find their voice without fear of disrupting the official board meeting.
Across the sectors Governance Evaluator works with, we have identified many boards with up to 40% new directors. We have also seen an increase in the number of directors responding “unsure” in our governance evaluation questionnaire. Many of these directors are very high calibre and skilled directors, however, we all know how long it takes to understand the business we are in when you are a new director.
One great tip that we have discovered and can offer to all boards is the usefulness of starting each board meeting with an in camera session, allowing new (or any) directors to ask ‘those questions’ that we just don’t like to ask in the full board meeting for fear of disrupting things or looking a tad silly.
In camera sessions involve only independent members of the board i.e. those that are not members of the senior administration team. Board only sessions involve all members of the board, including the Chair, but do not include the CEO or executives. In camera and board only sessions provide the opportunity to discuss sensitive matters, internal board governance matters, and for board members, in particular, those which are new to the board, the opportunity to speak more freely about areas of concern or enquiry.
Definition: In camera (/ɪŋˈkæmrə, -mərə/; Latin: “in a chamber”) is a legal term that means in private. The same meaning is sometimes expressed in the English equivalent: in chambers. Generally, in camera describes court cases, parts of it, or process where the public and press are not allowed to observe the procedure or process
Traditionally there is a stigma or a perceived issue relating to in camera board sessions, this has led to a lack of boards wanting to use or ask for them on agenda because they are only used when ‘something bad’ needed to be discussed about executive and they didn’t want to upset anyone.
Some managers/CEOs are voting members or executive directors of the board and would like to be included in the in camera session, but in this case, it is recommended, even though they wear both hats, to ensure the comfort and freedom of speech of the new and other directors that they do not attend. This concern will diminish with a good in camera policy.
There are also some conventional issues about how boards work that prevent new directors from having access to some of the conversations and information they could obtain quite quickly. New directors and board members only see each other monthly or bi-monthly for the time of the scheduled board meeting and don’t get to ask simple questions of each other outside of the board meeting. This is why some large organisations boards meet the night before their board meetings and have ‘fireside chats’. However, this is hardly practical for the majority of boards. Nonetheless, it is important to be able to have fun and enjoy the interactions with the other board directors. Also buddying up new directors with present directors to have a cuppa and a chat is as good as a mini ‘fireside chat’.
Many new directors only identify the ‘burning background or contextual’ question they need to ask at the time of the board meeting conversation BUT the already full and busy agenda doesn’t allow for the time required to give them this information. Some clever boards have identified the need to address this by having a quarterly board meeting over a longer time with a meal prior to allow for new directors to ask background and contextual questions about the agendaed matters for decision and discussions.
Some directors experience feeling that their questions are ‘stupid’ or ‘time wasting’ or worse still are being ‘offensive’ to the executive and/or other directors.
Why not start every board meeting with an in camera session?
- Start with a policy that everyone (CEO/Exec and Board) agrees to and endorses. Implement it well, as per our tips below, so everyone will have a positive experience and take away those traditional fears
- Make it a positive time for directors to look forward to, new and present, to ask all those questions and whatever else they decide to use the time for
- Make sure the Chair leads the session and encourages new directors to feel comfortable to engage
- Make sure the chair tells the CEO/executive about any immediate things needed or topics brought up by directors as they come back into the room
We recommend making in camera and/or board only sessions a regular part of your board meeting structure. To help we’d like to share our latest copy of the Governance Evaluator In camera policy/guidelines to follow and try.
CLICK HERE to download.