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Board Information, Security Issues

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Question: 
We would like to know what the best practice is regarding confidential materials that must be reviewed by our Board of Directors before a board meeting: <ul><li>Should we allow the Directors to take information home? <li>How far ahead of time should they receive the materials, and would it be safe to e-mail it to them, password protected or encrypted? </ul>
Answer: 

In today’s world, the board needs and requires every opportunity to review material before any meetings. Riggs Bank, WorldCom and Sarbanes Oxley all show that the board must be prepared to make the decisions required by law. NO bank board should be a rubber stamp for the CEO or management and therefore to protect everyone, the board needs to be informed. Your institution needs to make provision to get confidential information to the board in a timely fashion. Reports from regulatory bodies should be forwarded to the board as soon as management has reviewed them. Depending on how critical the information is, the faster the board needs to review it before a meeting. Of course with financial reports this might not be reasonable, in which case they should be reviewed in detail during the board meeting.

General reports and housekeeping items should be forwarded to the board at least one week in advance. It is not unusual for Officers reporting to the board to have only three to five minutes of actual meeting time. For that reason, it is essential for the board members to have time to review the written report before the board meeting to ask informed questions.

The Board of Directors should have access to confidential information and to take that information home with them for review. The Board in my opinion should have a policy on this issue and be informed of their responsibility to secure such material from others.

The methods you use to implement these procedures should be the most secure possible. Sending material by email, encrypted and password protected would be a reasonable provision.

First published on BankersOnline.com 1/3/05

First published on 01/03/2005

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