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How to Protect Confidential Documents for Boards of Directors

As they fulfill their fiduciary responsibilities board members have access to a vast amount of confidential information. The information they receive is often a mix of business and personal elements and implications. It can include sensitive discussions in the boardroom of corporate executives, strategic initiatives, potential acquisitions, competitive and legal threats, and the decisions of other board members. As opposed to confidential employee information the disclosure of information to third parties is not a crime under the law. However, it could violate a director’s fiduciary obligation and result in substantial legal liability for both the directors and the company.

The board should officially adopt a confidentiality policy that covers all the confidential information that it receives and discusses. It should be incorporated into all copies of the board member handbook. The board should also require all members to acknowledge it and agree to comply with its terms. The board should be clear that the policy applies 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 eligible to remain on the board for another term.

The board should limit the number of physical copies, and use a portal for the board that is equipped with security that is enterprise grade to share sensitive documents. This will ensure that information is not available to unauthorized individuals and is not easily stolen or lost. The platform should allow users to set up printing and downloading rights. It should also feature watermarks that contain the date and www.dataroomabout.com/the-reality-with-the-data-room-software time stamp. Additionally, it should provide reports on who has downloaded, opened, or printed documents.

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