In an era where data breaches or leaks seem inevitable, business disruptions too frequent and the press all too prone to run away with a salacious story, what can the board of directors do to protect sensitive corporate data? It is all too easy for information to be inadvertently exposed—whether as a result of hacking, a slip of the finger that results in an email being sent to the wrong person, or a disgruntled employee who decides to share confidential information via a text.

So where does the board of directors fit in when it comes to protecting sensitive information?

Confidentiality Among the Board of Directors

Any member of the board of directors has fiduciary responsibilities to the corporation he or she serves. Among this includes the duty of confidentiality—the duty not to speak about board matters to non-board members unless otherwise authorized.

But the board of directors’ legal obligations with regards to confidentiality can easily become confusing. To specify, confidential board information encompasses material, non-public information—the disclosure of which is regulated by federal securities laws and company-wide policies and procedures. It also includes sensitive information from boardroom discussions that occur both inside and outside of formal board meeting setting.

Recognizing the importance of confidentiality and understanding what information should be considered confidential is key to a board functioning effectively. Directors need to be able to feel that they can express their views on corporate matters honestly without having to worry that the information will be leaked or shared with competitors.

Confidential Board Information: The Consequences of Leaks

Confidential, non-public corporation information can generally be placed into three categories: proprietary information that has competitive, commercial value for the company, inside information about the company’s finances, operations, and strategy, and sensitive information about board proceedings and deliberations.

  • Proprietary Information:

Sharing proprietary information without authorization can compromise a company’s competitive advantage or commercial success.

  • Inside Information:

Unauthorized disclosures of inside information can contribute to illegal inside trading and manipulation of the company’s stock price.

  • Sensitive board information:

Directors are often aware of how confidential corporate information is discussed and used within the board. They may be aware of other board members views on corporate executives, strategic initiatives, potential mergers and acquisitions, and competitive and legal threats. Sharing or leaks of such information can be disruptive to the company—especially if the media picks it up and creates a story that may damage the company’s reputation.

The importance of protecting this kind of information means that all companies must have comprehensive confidentiality policies for both employees and the board of directors. Corporate information needs to be well defined and understood by all concerned.

Controlling and Protecting Executive Communications

We live in an age where communication is no longer limited to face-to-face meetings or even phone calls. Information flows through email and text message—but unfortunately those mediums are typically not secure. Yet, members of a board of directors typically need ways to communicate that are not limited to meetings or phone calls.

Secure Messaging platforms like Vaporstream allow members of board of directors to communicate confidential board information without having to worry about it being inadvertently or maliciously leaked. It allows members to communicate quickly, whether to address day-to-day discussions, respond to a disruption or crisis or consider how to respond to a media story to help control the narrative. Communications are always protected, ephemeral and can never be shared, stored or forwarded to unintended recipients.

To learn more about how Vaporstream helps board of directors protect their most important assets, visit us at

Contributor: Kristi Perdue-Hinkle