It is vital that boards secure confidential documents, regardless of the size of their organization or board. The information is secure so that it can’t be accessed by anyone without authorization. This could prevent information leakage which could harm the business or result in a loss in trust.
A comprehensive policy is essential in addressing these issues. The policy should state that directors must guard any material non-public data they receive or acquire during their time on a board. The policy should also clearly define what constitutes confidential information and include a clear declaration that the breach of confidentiality will be considered to be a violation of the director’s fiduciary responsibility to the company.
The most important thing is that the policy should specify what the board’s response to any breach. The board should, in general take into consideration a variety of responses, ranging from a formal censure of fellow directors, to, at a minimum, removal from board. This helps ensure that the policy is considered seriously and will be enforced if the need arises.
It is crucial that the secretary utilize a board management and distribution software to implement a robust document security system. These systems can be configured in minutes and provide the administrative controls and digital rights management (DRM) that are needed to assist the board secretary in safely sharing board documents. The published here system also gives the option to set up specific access rights for each individual including printing and viewing limitations, expiry dates for PDFs visible watermarks as well as the ability of reviewing who has seen a document.
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