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Whatever the size of the board or company, it’s essential that boards safeguard confidential documents. This means that the information cannot be easily accessed by anyone who is not authorized to access it. This will prevent leaks of information that could negatively impact the company or cause a loss in confidence.

A comprehensive policy is essential for addressing these concerns. In the ideal scenario, the policy should clarify that directors are obliged to keep confidential all material non-public information they acquire or receive while serving on the board. The policy should also clearly define what constitutes confidential information, and include a clear declaration that any breach of confidentiality is considered a violation of the director’s fiduciary obligations to the company.

The policy should also address how the board will react to the occurrence of a breach. The board should, in general be able to consider a variety options, from a formal censure of fellow directors to, in the worst case, removal from board. This ensures that the rule will be considered seriously and enforced when required.

To establish a solid board security system for documents it is essential that the secretary use an appropriate board management and distribution system. These systems can be set up in minutes and provide the administrative controls and digital rights management (DRM), which will assist the board secretary in safely dispersing board documents. The system also gives the possibility of setting up specific access rights for each individual including viewing and printing limitations, expiry dates for PDFs visible watermarks as well as the ability to view who has viewed the document.