In camera meetings with CEO present (in camera)

The Board may determine that a meeting, or part thereof be held in camera to deal with confidential matters such as land, legal and labour issues. Only members of the Board of Directors and those invited by the Chair shall attend an in camera meeting. 

In camera meeting without the CEO present (double in camera)

The Board may determine to meet in camera without the CEO present to discuss matters related to the CEO’s performance, employment, compensation and termination and/or matters related to the Board’s performance and processes.

While the currently-accepted governance practice is for the Board to meet without the CEO or other members of management at the end of regularly-scheduled Board meetings , the Board will be sparing in its use of meetings without management. Discussions at meetings without management shall be limited to concerns and/or kudos about information coming to the Board from management, the Board’s internal working relationships, the Board’s management of its work and the Board’s relationship with the CEO.

While the practice of meeting without management allows Directors to explore issues privately, the Chair shall exercise discipline so that Directors do not rehash the agenda, have discussions or make business decisions where input from the CEO and/or management is necessary for good decision-making.

The Chair shall convey to the CEO matters from an in camera meeting for the information and/or action of the administration.

Decisions made in an in camera or double in camera meeting (including any in camera discussion within a broader meeting) and, when appropriate, the factors considered in determining to hold a discussion in camera, should be recorded in separate Minutes. In the absence of the Minutetaker, the Chair is responsible for ensuring that an appropriate record of the discussion is kept.

Minutes of an in camera or double in camera meeting should be distributed to those who participated in the meeting and after their approval should be kept confidential and separately along with any materials considered as part of the in camera or double in camera meeting. All Board in camera minutes shall keep in the Corporate Minute book held by XYZ Legal Firm. Minutes can be forwarded to Legal Assistant X and copy  . Any access to in camera or double in camera Minutes is limited to the participants of the in camera or double in camera meeting. Any requests for access to in camera Minutes by any other individual should be directed to the Corporate Counsel Y at XYZ Legal Firm who will consult with the Chair of the meeting within which the in camera discussion occurred, prior to granting access to in camera Minutes.