Puerto Rico Board of Directors Confidentiality Policy

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Multi-State
Control #:
US-1060BG
Format:
Word; 
Rich Text
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Description

Board members have limits on how they can share information and with whom they may share it. Maintaining confidentiality means that board members must maintain the confidentiality of any personal or sensitive information they acquire during their service to the board. Board members are in a fiduciary relationship with the corporation. This means that they are obliged to act honestly and in good faith in respect of the corporation. The obligation has many components, including a duty to avoid conflicts of interest and a duty to avoid abusing their position to gain personal benefit. One component of board members' fiduciary obligation is a duty to maintain the confidentiality of information that they acquire by virtue of their position.
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FAQ

Issue a Letter Addressing the Breach The letter should remind the member of their fiduciary duty and explain in clear terms that they are not allowed to reveal confidential matters. This is otherwise known as a censure. If that does not get their attention, you can follow up with a cease-and-desist letter.

The policy should include a statement of the directors' duty of confidentiality and explain that they are not to disclose or discuss confidential information about the organization's matters with another person or entity, or use it for their own purposes, unless the board authorizes them to do so.

The confidentiality policy should include: Definitions and examples of what constitutes confidential information, such as unpublished financial data, customer lists, and proprietary business processes.

Confidentiality is secured by the ?contract? that many boards make explicit: that beyond what is reported in the minutes, board discussions will be confidential.

What is an NDA? An NDA is a legally enforceable contract that prohibits the unauthorized sharing of sensitive information and establishes a ?confidential relationship? between the parties. A confidential relationship means that at least one party has a duty not to disclose the relevant knowledge without authorization.

As a board member, you have an obligation to hold in confidence those things that are mutually determined by your fellow board members to be confidential.

Whatever I see or hear of a confidential nature or that is confided to me in my official capacity will be kept ever secret unless revelation is necessary in the performance of my duty.

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Puerto Rico Board of Directors Confidentiality Policy