“Corporate Governance Field Guide — Board Communications” from Baker Botts outlines governance best practices for director communications outside board meetings, the distribution and retention of board materials, and the preparation of board meeting minutes. The guidance is designed to facilitate effective board communication while safeguarding confidentiality and security, protecting attorney-client privilege, and supporting the board’s exercise of its fiduciary duties.
- Director Communications Outside Board Meetings—Recommended practices include using secure board portals, company-hosted email accounts, or dedicated personal email accounts, while avoiding less secure channels of communication.
- Distribution and Maintenance of Board Materials—Board materials should be distributed through a secure board portal or other confidential method. Directors should be instructed to follow sound records retention practices, including adherence to corporate policies and secure destruction of copies of board materials and personal notes.
- Meeting Minutes—Minutes should document key facts (such as date, time, place, attendees, absences, and quorum), record official board actions, and provide sufficient context to support the board’s exercise of its fiduciary duties, while avoiding the creation or retention of unofficial records.