How to Protect Confidential Documents for Boards of Directors

In the course of executing their fiduciary obligations, board members become privy to a vast amount of confidential information. This information usually has personal and business implications. It could include confidential boardroom discussions, strategic initiatives, possible acquisitions, legal and competitive threats and the decisions of other board members. This type of information is not legally protected, but it can be used to violate directors’ duty of fiduciary and expose directors and the company to significant legal liability.

The board should formally adopt a confidentiality policy that covers all confidential information it receives and discusses. The policy should be included in the handbook for members. The board should also require all members to acknowledge it and agree to adhere to its terms. The board should make it clear that the policy is applicable even after the term of a director has ended and that if the director is found to have breached the policy then they will not be able to remain on the www.dataroomabout.com/ideals-virtual-data-room-review/ board for another term.

The board should limit the number of physical copies. They should also use the board portal that has enterprise grade security to share sensitive documents. This will ensure that the information is not available to unauthorized individuals and is not easily stolen or lost. Ideally, the platform will allow users to define print and download 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.