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The Governance Revolution by Deborah Midanek

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Chapter 28 Communicate Clearly, Consistently and Constantly

Moving beyond the hot buttons highlighted by the NYSE, we focus now on communication, a word all too frequently used in this book. Doing it well at all levels can make the difference between success and failure.

First, we must all remember to protect confidentiality of boardroom discussions. Confidentiality is essential for an effective board process and for the protection of the corporation. Moreover, directors generally owe a broad legal duty of confidentiality to the corporation with respect to information they learn about the corporation in the course of their duties.

Maintaining confidentiality is also essential for the protection of individual directors, given that directors can ...

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