Board members are privy huge amounts of confidential information as they perform their fiduciary responsibility. This information usually has personal and business implications. It could include confidential discussions in the boardroom or strategic plans, potential acquisitions, legal and competitive threats as well as the deliberations of other board members. This type of information is not protected by law, but it can be used to breach a director’s duty of fiduciary and expose the company and directors to substantial legal liability.
The board should adopt the policy of confidentiality that covers all the confidential information that it receives and considers. It should be included in every copy of the handbook for board members. The board should insist that all members acknowledge the policy and agree to adhere to its terms. The board should make clear that the policy will continue to apply even after the director’s term is over and that the director who violates the policy will be punished. in breach of the policy and is found to be in violation, he/she cannot serve on the board in the future.
The board should limit the physical copies of sensitive documents and ensure that a secure board portal with security of enterprise grade is used to share documents. This will stop the documents from being accessed and accessed by unauthorized individuals and easily lost or stolen. The platform should permit users to create printing and downloading rights. It should also have watermarks with an inscription with a date and time stamp. It should also provide reports that detail who has downloaded, opened or printed documents.
