The Handbook of Board Governance, 3rd Edition

56Model Guidelines for In-camera and Closed Sessions of the Board of Directors and Committees of the Board

Richard W. Leblanc, FCMC, CMC-AF, BSc, MBA, LLB, JD, LLM, PhD

Professor of Governance, Law & Ethics, York University, and Independent Governance Advisor

Table of Contents

1. 1. Introduction
2. 2. Definition of In-camera Session
3. 3. Purpose of an In-camera and Closed Session
4. 4. Types of In-camera Sessions
   1. a. In-camera Session of the Board and Committees of the Board
   2. b. Closed Session with the President and CEO
   3. c. Closed Session with an Independent Oversight Function
   4. d. Closed Session with an Independent Advisor
   5. e. Closed Session with Certain Shareholders or a Regulator
   6. f. Closed Session with an Employee or a Subset of Directors
5. 5. Best Practices for In-camera Sessions
   1. a. No Agenda
   2. b. No Minutes
   3. c. No Decisions or Recommendations
   4. d. No or Limited Notetaking by Directors
   5. e. No Breaches of Confidentiality
   6. e. Duration of an In-camera Session
   7. g. Debriefing After the In-camera Session
   8. h. Deferring Dialogue to an In-camera Session
6. 6. Presence of the Corporate Secretary at a Closed Session
7. 7. Guidelines Amendments and Review
8. About the Author

1. Introduction

The following In-camera and Closed Sessions of the Board of Directors and Committees of the Board Guidelines (Guidelines) governs the occurrence and process of In-camera and Closed Sessions of the Board of Directors (Board) and Committees of the Board (Committee) of the Organization.

2. Definition of In-camera Session