It is crucial that boards safeguard confidential documents regardless of the size of their company or board. This means that the documents cannot be boards confidential documents accessed by anyone who is not authorized to do so. This could prevent information leakage that could negatively impact the company or result in the loss of trust.
A comprehensive policy is important for addressing these concerns. It is ideal for the policy to clarify that directors are obliged to protect all non-public information they acquire or receive while serving on the board. The policy should clearly define what constitutes confidential information and include a clear statement that the breach of confidentiality will be considered a violation of the director’s fiduciary obligation to the company.
The policy should also address how the board will react to the occurrence of a breach. The board should, generally, consider a variety of responses, ranging from censure by fellow directors to, in the worst case removal from the board. This will ensure that the policy will be respected and enforced whenever necessary.
To establish a solid board document security system it is crucial that the secretary uses an appropriate board distribution and management system. Such systems can be set up within minutes and offer the administrative and digital rights management (DRM) controls that are required to support the board’s secretary in distributing documents to the board. The system can offer the option of setting up specific access privileges for each person, such as viewing and printing restrictions as well as the date of expiry for PDFs visible watermarks, and the ability of viewing who has seen the document.