As they fulfill their fiduciary responsibilities board members have access to a large amount of confidential information. This information usually has business and personal elements and implications. It can include sensitive boardroom discussions with corporate executives, strategic initiatives, potential acquisitions legal and competitive threats, and the discussions of other board members. As opposed to confidential employee information the disclosure of this type of information to third parties is not a crime under the law. However, it can violate the director’s fiduciary obligation and result in substantial legal liability for the director and the company.

The board should adopt the policy of confidentiality that covers all confidential information it receives and discuss. It should be included in all copies of the handbook for board members. The board should require that all members acknowledge the policy and agree to its rules. The board should also make it clear that the policy will apply even after the director’s tenure has ended and that if a director is found in breach of the policy and is found to be in violation, he/she cannot be a board member again.

The board should limit physical copies of sensitive documents and ensure that a secure board portal that has security of enterprise grade is used to share documents. This will ensure that information is not available to unauthorized people and is not easily stolen or lost. In the ideal scenario, the platform will allow users to set download and print rights, watermarks with a date and time stamp and reports that give an overview of who has opened and downloaded documents, as well as printed.