Board members are entrusted with a lot of confidential information by their employers as part of their duties as fiduciary directors. Some of this information falls into the category of important non-public information, and its disclosure is governed by law and corporate policies. Other information, especially in the case of companies that are not for profit is extremely sensitive and private. Some of the information that is discussed in boardroom discussions is highly sensitive and crucial, which creates a trust issue when it’s time protect the information from leaks.
Leaks are devastating for companies and their employees. They may not only affect the financial performance of the business, but also the reputation of the individual directors. Depending on the nature of the leak (and the circumstances that led to it) they may expose directors to civil or criminal liability.
It is recommended that all signers understand the nature of information that must remain private and agree to abide published here by these guidelines. This includes identifying the information to be protected and clearly defining the restrictions on disclosure. For instance it could be that the information may only be shared with the sponsor of the company or other directors.
It is also essential to present a clear and complete Confidentiality policy for all directors, or their sponsors for constituent directors, before they begin serving. This will help them understand their responsibilities and help create an environment where confidentiality is viewed as an essential element of the director’s duties.