Board members are entrusted with a large amount of confidential information from their companies as part of their fiduciary duty as directors. Some of this information falls under the category of important non-public information, and its disclosure is subject to the corporate policies and law. Other information, especially in the context for-profit companies are extremely sensitive and private. Some of the information discussed during boardroom meetings is highly sensitive and crucial which can create a trust issue when it’s time to protect that data from leaks.

Leaks can be devastating for an organization and its staff. They can not only harm the financial performance of the business, but also the reputation of the directors. Based on the nature of the leak (and the circumstances that lead up to it), they may even expose directors to criminal or civil liability.

It is important to ensure that all signees know what information is confidential and agree to abide by these terms. This requires identifying the information that needs to be protected and clearly defining restrictions on disclosure. For instance, it may be that the information may only be divulged to the sponsor of the company or other directors.

It is equally important to present a clear and comprehensive Confidentiality Policy to all directors, and their sponsors if they are directors with constituency status, before they begin serving. This will ensure that they are aware of their responsibilities and help to create an environment that is supportive of the compliance with and confidentiality of information as one of the most fundamental aspects of a director’s responsibilities and obligations.

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