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How to Protect Confidential Documents for Boards of Directors

In the course of performing the duties of a fiduciary Board members are exposed to a lot of confidential information. The information is usually personal and business-related. It may include sensitive boardroom discussions with corporate executives, strategic initiatives, possible acquisitions, legal and competitive threats as well as the deliberations of other board members. Contrary to confidential employee data, the disclosure of information to third parties is not a crime under the law, but it can violate the director’s fiduciary duties and result in substantial legal liability for the company and its directors.

The board should formally adopt a confidentiality policy that encompasses all the confidential information that it receives and discusses. The policy should be placed in the handbook of members. The board should demand that all members acknowledge the policy and agree to its rules. The board should make clear that the policy will remain in force even after the director’s term has ended and that should a director be found in violation of the policy the director 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 that has security that is enterprise-grade is used to share documents. This will ensure that documents are not accessible to anyone who is not authorized and not easily lost or stolen. The platform should permit users to configure printing and downloading rights. It should also include watermarks that contain a date and a time stamp. It should also provide reports on who has opened, downloaded or printed documents.

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