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In the course of performing their fiduciary obligations Board members are exposed to a considerable amount of confidential information. This information usually has personal and business implications. It can include sensitive discussions within the boardrooms of corporate executives, strategic initiatives, potential acquisitions legal and competitive threats and the discussions of other board members. Unlike confidential employee information, the disclosure of this type of information to anyone else is not prohibited by law. However, it could violate the director’s fiduciary duty and create substantial legal liability for both directors and the company.

The board should formally adopt an official confidentiality policy that covers all confidential information it receives and considers. It should be included in all copies of the board member handbook. The board should also require all members to acknowledge it and agree to adhere to its terms. The board should make clear that the policy will apply even after the director’s term is over and that the director who violates the policy will be punished. in violation of the policy then he or she is not eligible to serve on the board in the future.

The board should limit the number of physical copies, and use an online portal for board members with enterprise grade security to share sensitive documents. This will ensure that the information is not available to anyone who is not authorized and not easily stolen or lost. It is ideal for the platform to allow users to set download and print rights, watermarks with the date and time stamp as well as reports that provide an overview of who opened or downloaded, printed or printed documents.