Why holding executive sessions without management present isn’t just about scoring governance points—it’s the foundation of true board independence.
At the heart of the Globe and Mail Board Games scoring system is a relentless focus on board independence. Without independence, a board ceases to be an oversight body and becomes a rubber stamp for the CEO. Criterion 3 measures this directly by evaluating a board’s commitment to “In-Camera” (Executive) Sessions. To achieve the maximum 3 points, these sessions must occur at every regularly scheduled meeting of the board and its committees.
Historically, convening a board meeting without the CEO present triggered alarm bells in the executive suite. It was viewed as a crisis mechanism—utilized only when an executive was under investigation or the company was facing imminent hostile action. By mandating an in-camera session at the end of every meeting, the practice is completely normalized.
When independent directors have a dedicated 15-to-30 minute window to speak freely after management has stepped out of the room, they can pressure-test assumptions, align on feedback for the CEO, and discuss sensitive succession planning topics without creating an adversarial dynamic.
In-camera sessions fail without strong facilitation. In companies where the CEO also holds the title of Board Chair (a practice increasingly penalized by governance raters), an empowered Lead Independent Director must take control of the executive session.
This Lead Director is responsible for aggregating the candid feedback discussed in-camera and delivering it privately to the CEO. This ensures the CEO receives unified direction from the board rather than conflicting, disjointed advice from individual directors in the hallway after the meeting concludes.
Analysis of the mid-tier TSX 200 (companies scoring between 70-85 points on the 2025 Board Games) showed that 45% held in-camera sessions but lost points because they failed to explicitly state the frequency in their proxy. Furthermore, discussions from these sessions are often highly sensitive (e.g., CEO replacement timelines). Boards utilizing enterprise-grade portal software were able to easily restrict in-camera meeting minutes from management users, whereas boards relying on email frequently experienced data spillage into the C-Suite.
| Action | Poor Governance | Best-in-Class (Max Points) |
|---|---|---|
| Frequency | “As needed” (Only during a crisis) | At the conclusion of every single board and committee meeting. |
| Facilitation | Unstructured free-for-all | Driven by the Independent Chair or Lead Independent Director. |
| Documentation | Notes sent via standard email | Summaries securely stored with access rigidly denied to management. |
For a comprehensive benchmark of Canadian board compensation, director diversity, and governance practices, download the 2025 Canada Spencer Stuart Board Index (Free 25-Page PDF).
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