It's funny how issues seem to be raised in clumps - three different individuals have raised issues related to the Board holding in-camera sessions with me within the past month or so.
The Board should, of course, always be mindful of their accountability to the orgnaization's members and or stakeholders. As such, transparency should be a primary goal.
But there will be times when the Board needs to meet in private. The most frequent issues that fuel that move usually relate to issues surrounding the performance of the Chief Staff Officer (i.e. the Board's annual performance evaluation of the Chief Staff Officer), and, discussions relating to a legal action the Board may be involved in where public discussion may compromise the Board's legal standing.
It's when you move beyond these basic circumstances that demand in-camera discussion that things tend to get a bit fuzzy.
I'd urge a Board to move in-camera if they are dealing with trust or performance issues on the part of one or more Board members, particularly if Board members are reluctant to speak to the issue in a regular meeting. In other words, if there is friction on the Board, it must be dealt with - to simply wait for it to fade away is foolhardy. Board friction or dysfunction WILL become known to members and/or stakeholders, and left unaddressed, can do significant damage to organizational credibility.
The key is to balance Board effectiveness with the need for transparency. Frank discussion by the Board leading to the development of a policy on in-camera meetings, setting out what criteria will be employed to decide whether a particular matter belongs on the regular or in-camera agenda, makes good sense.
If a Board is spending considerable time at each meeting in-camera, I'd urge it to spend time at its next meeting discussing why this is the case. In some instances it may well be a sign that there is a bigger problem the Board is failing to address - if that's the case, that problem needs to be dealt with.
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Good Post Sandi. Most Boards do not use this great tool. I often advise boards to establish in-camera sessions as a matter of course, and the best time to introduce them is when they are not needed, ie no crisis. Usually every second or third Board meeting. Thanks for getting the info out there, the more that use this meetings management tool, the better.-I have some great articles on this topic, just send me an email- steven@conscious-governance.com.....Steve Bowman, Australia
ReplyDeleteThanks Steve! Years ago when I was a not-for-profit CEO I urged my Board, (when I sensed Board members weren't saying some things they wanted to say because I was in the room), to go in-camera. And I regularly urged my Board to meet with the auditor in-camera on a yearly basis (when the annual statements arrive) so they could ask the auditor some direct questions. After all, the auditor is not accountable to the CEO.
ReplyDeleteYet I sense there are still some not-for-profit CEOs who take this as a personal affront or are somehow threatened when the Board wants to meet in-camera. My view is that giving Board members an opportunity to air things in an environment comfortable to all of them is a positive step. And, in fact, I was never disappointed with the results or outcomes of those meetings.