Board Communications: Documentation and Retention Practices

Sound document retention practices of board communications—inside and outside of the boardroom—are essential for ensuring legal compliance, accountability, and continuity. The documentation of board communications, including meeting minutes, resolutions, reports, and emails, provides a record of the board’s oversight and decision-making. These materials and interactions can help directors demonstrate that they have fulfilled their fiduciary duties and exercised business judgment.  

Over the past decade, technology has fundamentally changed how directors obtain and assess information, bringing increased efficiency and access to how they communicate with each other and with management. But with this progress come risks, requiring thoughtful information management and security protocols as discussed below. 

Board Portals

Many boards have adopted board portals that provide secure platforms for accessing board materials and communicating with other directors and management. Board portals are designed with robust security features such as access controls, audit trails, encryption, multi-factor authentication, and the ability to remotely wipe information stored on a lost device. A portal puts all documents in a centralized location and can support destruction practices.  

Companies should ensure that the provider of the board portal conducts regular data backups to prevent loss in case of system failure or other issues and has a disaster recovery plan to restore data quickly in case of an incident. Companies should verify that the data retention policies in the board portal comply with their company’s record retention policy and information is not deleted mistakenly…