Q&A: Are Board Meetings Confidential?

  • By: Adam Wire
  • December 29, 2023
Are board meetings confidential
Reading Time: 3 minutes

Most companies form a board of directors when the organization goes public. The board serves as a guiding force for the organization, making key decisions and holding powerful discussions to shape the success of the business. As such, you may be wondering: Are board meetings confidential?

Let’s discuss board meeting confidentiality, and discover how software helps modern boards work more effectively while safeguarding sensitive materials.

Answered: Are Board Meetings Confidential?

Yes, executive board meetings are closed, and the activities, discussions, and decisions are confidential. Notably, a governing board must be able to discuss sensitive information in private. If meetings or meeting minutes were made public, the board would find it difficult to discuss proprietary information, details about shareholders and employees, and sensitive financial data.  

A board has a fiduciary duty, which requires the protection of financial information. If the board is entrusted with private information regarding business partners, vendors, shareholders, or employees, they must be able to discuss and make decisions without breaking the trust or duty to those involved.

When Might Board Meeting Minutes be Shared with the Public?

There are some situations where board meeting minutes are not confidential. Nonprofit organizations that serve a government purpose are required to make board meeting minutes public. This is because both the money and matters affect the general public, and sharing meeting minutes is part of the Sunshine Laws.

Some nonprofits voluntarily operate with complete transparency and publish board meeting minutes for the benefit of donors.

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How to Write a Board Confidentiality Agreement

In order to maintain board confidentiality, ask each member of your board of directors to sign a confidentiality agreement, also known as a nondisclosure agreement. This is a legally binding document that prevents board members from disclosing any private information discussed by the board. Confidentiality agreements also clarify exactly what information needs to remain private.

In order to keep your board meetings and the confidential information safe, you’ll need to write a board confidentiality agreement. Follow these 5 steps. 

1. Identify the Parties

The parties involved in your confidentiality agreement will likely be your board members. However, if you have specialists or consultants present during board meetings, include them in your board confidentiality agreement as well.

2. Define Confidential Information

Next, define the confidential information. A confidentiality agreement keeps signees from discussing the specified information. For example, it’s likely you’ll permit your board members to mention when and where board meetings occur, so you must specify precisely what information needs to be kept private.

3. Specify Obligations

Your confidentiality agreement may also define duties of care when it comes to protecting the specified information. For example, you’ll likely require your board members to maintain cybersecurity standards when handling confidential documents, using only approved platforms and communication channels. You may even identify specific encryption and security protocols for handling sensitive data.

In the case of physical documents, proper disposal of confidential information may also be defined.

4. Outlines Consequences of the Breach

Make sure to outline the consequences if a board member breaks the confidentiality agreement. You may include fines, disciplinary measures, and even file a lawsuit based on the damage caused by the exposure of confidential information.

You hold the right to dismiss members of the board and even publicize the breach of policy and confidentiality, so that a toxic board member can no longer serve on a governing board in the future.

5. Include Miscellaneous Provisions

Miscellaneous provisions in a confidentiality agreement generally outline additional terms that provide context and special circumstances. For example, it may give the signee a certain amount of time to review and sign the document, or you may outline how to handle subpoenas regarding protected confidential information. 

OnBoard Increases Board Effectiveness

Board meetings are almost always confidential. However, it takes both legally binding nondisclosure agreements and good board policy to ensure confidentiality. 

OnBoard provides a cloud-based meeting platform to help governing boards of all sizes run efficient and secure operations. With OnBoard, you can quickly put together agendas, take detailed minutes, and leverage a secure messenger to discuss confidential board matters.

Additionally, OnBoard’s document manager streamlines the process of drafting, dispersing, and receiving the formal signatures needed for creating a confidentiality agreement. 

Whether you’re a new public company or you’re looking for innovative tools to improve board operations, OnBoard provides the right features and capabilities to help modern boards thrive.

Download our free board meeting minutes template to bring structure, clarity, and efficiency to board meetings.

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About The Author

Adam Wire
Adam Wire
Adam Wire is a Content Marketing Manager at OnBoard who joined the company in 2021. A Ball State University graduate, Adam worked in various content marketing roles at Angi, USA Football, and Adult & Child Health following a 12-year career in newspapers. His favorite part of the job is problem-solving and helping teammates achieve their goals. He lives in Indianapolis with his wife and two dogs. He’s an avid sports fan and foodie who also enjoys lawn and yard work and running.