How to Protect Confidential Documents for Boards

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In the course of performing their fiduciary responsibilities as directors Board members are entrusted with a lot of confidential information regarding their companies. Some of this information is important non-public information – the disclosure of which is regulated by the law and policies of the company – and some particularly in the context of for-profit enterprises is extremely sensitive and personal. The fact that certain information discussed in boardroom deliberations is both sensitive and important can create a trust issue when it comes to protecting the information from leaks.

Leaks can be catastrophic for companies and their employees. They may not only harm the financial performance of the company but also the image of the individual directors. Depending on the type and circumstances of the leak, directors could be liable to criminal or civil liability.

The best method to safeguard confidential documents for boards is to ensure that all signees of the confidentiality agreement understand exactly what information is required to remain private, and have signed a commitment to adhere to those conditions. This requires identifying the information to be protected and clearly defining restrictions on disclosure. For instance it could be that the information can only be shared with the company’s sponsor or other directors.

It is also crucial to present a clear and thorough Confidentiality policy to all directors, or to their sponsors for directors of the constituency, prior to when they begin serving. This will ensure that they are aware of their responsibilities and help establish an environment that encourages commitment to and the protection of confidential information as one of the most important aspects of a director’s responsibilities and obligations.