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How to Protect Confidential Documents for Boards of Directors

As they fulfill their fiduciary duties board members have access to a large amount of confidential information. The information is usually personal and business-related. It can include sensitive discussions in the boardroom of corporate executives, strategic initiatives, potential acquisitions, legal and competition-related threats, as well as the deliberations of other board members. Unlike confidential employee information, the disclosure of information to other people is not a crime under the law, but it can violate the director’s fiduciary duty, and lead to substantial legal liability for both the company and its directors.

The board must adopt the policy of confidentiality that covers all the confidential information that it receives and discusses. It should be included in all copies of the board member handbook. The board should also require all members to acknowledge the policy and agree to adhere to its rules. The board should make it clear that the policy is applicable even after a director’s term is over and that if the director is found to have violated the policy and is found to have violated the policy, they will not be able to remain on the board for another term.

The board should limit the number of physical copies, and use a board portal with enterprise grade security to share sensitive documents. This will ensure that information is not accessible to unauthorized individuals and is not easily stolen or lost. The platform should allow users to configure print and download rights. It should also include watermarks that contain the date and time stamp. Also, it should offer reports detailing who has downloaded, opened or printed documents.