Board members are privy an immense amount of confidential information because they perform their fiduciary responsibility. This information usually has business and personal elements and implications. This could include confidential discussions in the boardroom as well as strategic initiatives, potential acquisitions, legal and competitive threats and the decisions of other board members. This kind of information is not legal, but it could be used to violate directors’ fiduciary responsibilities and expose the director and the company to significant legal liability.

The board should formally adopt a confidentiality policy that encompasses all confidential information it receives and discuss. The policy should be placed in the handbook of members. The board should also require all members to acknowledge it and agree to adhere to its conditions. The board should emphasize that the policy will be in effect even after the director’s term is over and that if a director is found in violation of the policy, he or she is not eligible to be a board member again.

The board should limit the physical copies of sensitive documents and ensure that a secure portal for the board with security of enterprise grade is used to share documents. This will prevent the information from being accessible by unauthorised persons and can be easily lost or stolen. Ideally, the platform will allow users to set print and download rights, watermarks with the date and time stamp, and reports that provide an overview of who has opened and downloaded documents, as well as printed.