Board members have access to huge amounts of confidential information as they fulfill their fiduciary duty. The information they receive is often a mix of business and personal elements and implications. It could contain sensitive boardroom discussions of corporate executives, strategic initiatives, acquisitions that could be in the pipeline, legal and competitive threats as well as the deliberations of other board members. This type of information is not legal, but it can be used to breach a director’s fiduciary responsibilities and expose directors and the company to a significant legal liability.
The board should adopt a formal confidentiality policy that covers all confidential information it receives and is discussed. It should be incorporated into every copy of the handbook for board members. The board should also require all members to acknowledge the policy and agree to abide by its rules. The board should make it clear that the policy will be in force even after a director’s term ends and that if the director is found to have breached the policy or violated it, they will not be able to serve on the board in the future.
The board should limit the number of physical copies and use a portal for the board that is equipped with security that is enterprise grade to share sensitive documents. This will ensure that the documents are not accessible to unauthorised people and not easily stolen or lost. The platform should permit users to configure print and download rights. It should also provide watermarks that contain the date and time stamp. It should also provide reports that show who has opened, downloaded or printed documents.