Produced by Julie Garland-McLellan, Consultant at AltoPartners Australia and non-executive director and board consultant based in Sydney, Australia.

Contribution by Kevin Hall, a special advisor to AltoPartners and Managing Partner of Bluestone Leadership Services in Calgary, Canada. Kevin brings over thirty years of board and executive recruitment, management consulting and executive development experience to the firm.

This edition of the newsletter was first published on The Director’s Dilemma website and the full newsletter is available for viewing here. To subscribe to future editions of the newsletter, click here

The Director’s Dilemma - June 2025

This month we consider courses of action when the in-camera session is never truly ‘board only’.

Yelena joined a government sector board six months ago and is really enjoying the work. She is, however, a little concerned about some of the executives who appear, to her, to be less skilled than they should be for the duties they are given. One of these executives is the Company Secretary.

The board has an in-camera (directors only) session at the start of each meeting and then invites the CEO to join them so that the Chair can give the CEO any feedback or contribution from the board as a single agreed communication, rather than as a series of individual views that have not been combined into a unified guidance. This would normally be the ideal place for Yelena to raise her concerns, but the Company Secretary attends all board meetings and also all the in-camera sessions.

How can Yelena create an opportunity for the board to discuss how to raise the capabilities of the executive team when there is no time that one of the people concerned would not be in the meeting with them?

Kevin’s Answer

It is not unusual for Board Member(s) to have reservations on the performance of the CEO or individuals on the leadership team of a public sector or privately owned organization. This is in the normal course of business.

As an aside, Board Members should never have in-camera meetings in advance of a board meeting. They should be held after all information has been presented, reviewed and discussed i.e. held at the end of the board meeting.

It is appropriate that the Board Members are first able to raise their management performance concerns with the Board, discuss and then agree on the issues and a course of action. Such concerns should be addressed in-camera without the presence of management.

It appears in this scenario that the Company Secretary is also legal counsel to the organization. As such, they have a dual reporting responsibility - to the CEO and separately to the Board. If the Corporate Secretary is solely employed by the Board, then it would fall to the Governance Committee to address any performance concerns directly with the Corporate Secretary.

The Board must raise any concerns it may have with respect to management(s) performance with the CEO (may also address succession, talent development and compensation). This includes individual(s) with dual reporting responsibilities.

In advance of the board meeting, Yelena should approach the Chair of the Governance Committee, advise them of the concern and request that the Corporate Secretary be excluded from that part of the in-camera session when this issue is to be discussed. The Governance Committee (i.e. Chair) should then discuss the issue with the Board Chair who develops the meeting agenda with the Corporate Secretary. The Chair can explain the broad reason for the change in policy.

When the Corporate Secretary is excluded from the in-camera meeting, one of the Board Members should be tasked with taking in-camera minutes for that portion of the meeting.

Julie’s Answer

Oh dear, the answer is “it depends”.

Yelena’s approach to her concerns depends on her relationships and circumstances. If she has a good rapport with the Company Secretary, she could discuss the idea of fully in-camera board sessions, prompting the secretary to explore best practices. This conversation could also cover support and training availability for the secretary’s professional development.

If Yelena has a strong relationship with the Chair, she should arrange a meeting to share her observations after six months on the board. This discussion could address the board’s functioning, seek the Chair’s views on in-camera practices, and explore executive training opportunities, including for the Company Secretary.

Yelena should consider the timing of board reviews. If a review is upcoming, she might suggest that the consultant examines in-camera practices and the board’s oversight of CEO management. It’s also vital to appropriately schedule discussions on the CEO’s performance, ensuring they occur without the Company Secretary present (unless they’re an outsourced professional).

Assessing the severity of the perceived problem is crucial. If there are risks from poor performance, Yelena must quickly discuss these with the Chair. Issues could range from serious behavioural concerns requiring mentoring to technical skill gaps addressable with training.

Overall, Yelena should advocate for a culture of continuous improvement at the board level, encouraging development and training. This sets a positive example for the executive team and ensures a commitment to enhancing governance practices.