Introduction
Most directors have heard the phrase "in camera
meeting" but many are not certain what such a meeting really
means.
Historically, a legal case was said to be heard in
camera when the judge either heard it in his private room, or
caused the doors of the court to be closed and all persons, except
those concerned in the case, to be excluded. This was formerly done
where it was in the public interest that the facts of the case
should not be published.2
An in camera meeting in today's business world
usually connotes a meeting where the independent directors of a
corporation might have an opportunity to gather together without
management present. Often the in camera sessions will
consist of a series of meetings between the independent directors
and key persons such as the Chief Executive Officer
("CEO"), internal and external auditors, the chief risk
officer, etc. This provides the independent directors an
opportunity to meet with these individuals
