Board confidentiality at meetings
This policy is for RCN country and regional boards open and confidential sessions.
1. Purpose of policy
RCN boards will be as open as possible in their proceedings. However, there will be situations where a board may wish or may be obliged to discuss matters in confidence. This policy statement outlines the approach that will be taken.
Appropriate steps must be taken to safeguard information given to board members in confidence. It is also right not to disclose information if doing so would harm the organisation, its business relationships, or an individual.
2. Discussion in open session
Board meetings will be held in open session. This means that any member of the RCN or the media, for example, can attend as observers.
As the name suggests observers can sit and observe the meeting but are not able to contribute to the discussion or vote on any of the items on the agenda unless invited to by the Chair.
The dates of board meetings are published on the RCN website and those who wish to attend should email or write to the board secretary (i.e. the country or regional director) at least two weeks before the board meeting takes place.
3. Exceptions to discussion in open session
While all boards should operate on the presumption of openness, meetings will not take place in open session if the subject for discussion or decision:
- relates to personnel matters or matters of a management, planning or forecasting nature, or relates to specific board members.
- is of a sensitive financial or commercial nature – for example, it relates to commercial negotiations where disclosure could prejudice the board’s position or could prejudice future negotiations of a similar nature. When information has been provided to the RCN in confidence or otherwise comes into our possession in circumstances were confidentiality arises.
- relates to any complaint.
- concerns legal advice or is otherwise covered by legal professional privilege.
- is part of an ongoing discussion and disclosure could jeopardize the outcome.
- would not itself be precluded from consideration in open session but where it is necessary or desirable to decide or to discuss it with reference to any other matters set out above.
All papers in the confidential session will clearly state as the first key point the relevant reason for it being in confidential session as listed above.
4 - Decision about open or confidential
The chair of the board, in consultation with the vice chair, and board secretary (ie the country or regional director) will decide which business is or is not to be taken in open session. It is good practice to reflect at the end of a confidential session on whether it was appropriate and necessary to have had these matters discussed in confidence. A report of confidential sessions should be prepared and made available to members.