In effective governance, board-only sessions—often known as in camera meetings, (derived from Latin meaning "in private,”)—serve as a vital tool for strengthening boardroom dynamics and ensuring robust decision-making. These confidential meetings, attended only by board members, create a dedicated space for open discussions on sensitive matters. They allow for the evaluation of leadership performance and the careful consideration of governance issues that require discretion, all without external influence.

This means no Chief Executive, no senior staff, no consultants—unless their input is specifically required for a particular discussion.

In these private discussions, directors can voice concerns, challenge ideas, and explore sensitive topics with complete transparency. This not only fosters honest dialogue but also strengthens oversight, ensuring the board can fulfill its role effectively.

More importantly, it reinforces the board’s independence—giving members the freedom to make decisions that truly serve the best interests of the organization.

At the end of the day, board-only sessions aren’t just about privacy. They’re about governance done right—ensuring accountability, integrity, and stronger leadership.

Consider the case of a nonprofit board overseeing a large educational institution. During an annual performance review, concerns arose about the CEO’s leadership style and decision-making approach.

If these concerns had been raised in a standard board meeting with the CEO present, the conversation might have been defensive, with filtered responses. Instead, a board-only session allowed directors to speak openly, assess the situation objectively, and develop a thoughtful strategy for addressing the issue.

The result? A constructive feedback session that helped the CEO improve—rather than feel alienated.

So, when should a board hold a board-only session?

These meetings aren’t just routine—they’re a strategic tool, used in specific situations where confidentiality, independence, and trust are essential. Let’s explore three key situations where board-only sessions play a critical role.

Situation 1: Discussing Sensitive Matters
Sometimes, boards must address highly sensitive issues—such as executive performance evaluations, succession planning, or internal investigations. In these cases, confidentiality isn’t just important; it’s necessary to protect privacy and uphold organizational integrity.

Take the case of a board considering the termination of a senior executive due to ethical concerns. Before making a final decision, they convened an in camera session to weigh the risks, review confidential reports, and align on a resolution. This careful process ensures fairness, safeguarding the executive’s dignity, and protecting the organization’s reputation.

Situation 2: Enhancing Board Independence
Board-only sessions play a crucial role in reinforcing a board’s independence. By providing a structured space for directors to engage in open discussions without management’s presence, these sessions help ensure unbiased oversight and objective decision-making.

For example,  healthcare board was faced with a difficult decision—a controversial budget cut proposed by the CEO. Holding a board-only session allowed board members to analyze the long-term impact without external pressure. As a result, they revised the strategy, balancing financial stability with patient care.

Situation 3: Strengthening Board Relationships
Beyond decision-making, board-only sessions help build trust and cohesion among directors. They create an environment where board members can relate as peers, strengthening teamwork and collaboration.

A newly appointed board chair noticed tensions among directors. To foster a more open dialogue, she introduced short, informal board-only sessions at the end of each meeting. Over time, directors became more comfortable voicing concerns and working together to solve challenges—dramatically improving board dynamics.

Board-only sessions aren’t about secrecy; they’re about governance at its best. Whether addressing sensitive matters, reinforcing independence, or strengthening relationships, these meetings ensure boards can lead with clarity, confidence, and integrity.

So, how can you make board-only sessions truly effective?

It’s not just about having these sessions—it’s about structuring them in a way that fosters trust, enhances decision-making, and strengthens board dynamics.  Here are some best practices to ensure they deliver real value.

1. Regular Scheduling
   First, consistency is key. Making board-only sessions a standing agenda item—either at the beginning or end of regular meetings—helps normalize the practice and removes any perception of secrecy.

For example, one corporate board adopted a simple approach: the last 15 minutes of every meeting was dedicated to a board-only session. This ensured ongoing, candid communication among directors without raising concerns about a crisis or lack of trust.

2. Clear Objectives
   Every session should have a defined purpose. Without clear objectives, discussions can become unfocused or unproductive. Define the purpose of each session explicitly, ensuring discussions remain focused on pertinent issues requiring confidentiality.

Take the case of a foundation board struggling with internal disagreements over its investment strategy. Rather than letting debates derail their regular meetings, they scheduled dedicated board-only sessions to review reports and reach a structured consensus—allowing for more effective decision-making.

3. Accurate Documentation
   While confidentiality is crucial, proper documentation of decisions made during these sessions ensures transparency and legal compliance. The key is to document only high-level outcomes, rather than capturing detailed discussions. These can then be reflected in the board minutes and anything more detailed can be stored in a board-only section of the Board Portal or document management system.

For example, a board handling a whistleblower complaint took this approach. Their meeting minutes simply noted that a confidential discussion had taken place and that appropriate actions were underway—without revealing sensitive details. 

4. Open Communication
   Finally, trust is everything. It’s important to communicate the purpose of board-only sessions to the Chief Executive and other key stakeholders, so they understand these meetings are about governance—not exclusion.

A nonprofit board once faced resistance from its CEO, who felt shut out of board-only meetings. To address this, the board chair explained that these sessions were designed to strengthen governance, not sideline leadership. By sharing summary outcomes where appropriate, the CEO felt reassured and aligned with the board’s intentions.

When done right, board-only sessions are not about secrecy—they’re about accountability, transparency, and effective governance. By scheduling them regularly, setting clear objectives, documenting decisions appropriately, and fostering open communication, boards can maximize their impact.

In Closing:

Board-only sessions aren’t about secrecy—they’re about good governance.

They provide a space for deeper discussions, unbiased decision-making, and stronger leadership alignment. When used with transparency and clear objectives, they empower boards to navigate sensitive issues, maintain independence, and build a culture of trust and accountability.

Because in the end, effective governance isn’t just about making decisions—it’s about making the right decisions, in the right way, for the long-term success of the organization.