1. Do you allow all Committee meeting materials to be accessible by all Board members?  YES
2. Are Committee meeting materials only accessible by the respective Directors who sit on those respective Committees? NO
3. If all Board members have access to materials prior to the meetings and during the Committee meetings, will they still have access after the meeting is over? YES  Or are the materials archived and only accessible by the respective Committee members at that time?  NO

We allow all Committee materials to be accessible to our seven member Board. At first we only allowed access to Committee members but an occasion came up when a non-Committee member was invited to join the Committee meeting just as it was getting started and they did not have access to the materials.  We then gave access for all Committee materials to all Board members. A number of times since then, non-Committee members have been invited to stay for a Committee meeting if they were in a preceding meeting or were early for a follow on Board meeting.  Access is available before, during and after meetings.

It should be noted that we do not post Compensation Committee materials on our portal as the administrators would be able to access them and this is not wanted.  Thus they are emailed around.

Seare Araya wrote:

For companies using a Board Portal to distribute Board and Committee meeting materials:

1. Do you allow all Committee meeting materials to be accessible by all Board members?  YES
2. Are Committee meeting materials only accessible by the respective Directors who sit on those respective Committees? NO
3. If all Board members have access to materials prior to the meetings and during the Committee meetings, will they still have access after the meeting is over? YES Or are the materials archived and only accessible by the respective Committee members at that time? AVAILABLE TO ALL.
   

Generally, all committee materials are available to all board at all time, including after meetings.

Portal access is restricted for confidential HR Committee documents, not so much for the other directors, but because senior management also has access to the board portal.

1,   Materials and documents for Board committees should go to the committee members only

2,   The committees of the Board are empowered to act on behalf of the Board and then report to the Board so there is no need for other Board members to receive committee material. This just defeats the purpose.

3,   Once the committee has met then what is of interest are the Minutes of that meeting. Documents, notes, drafts that are in play until the Minutes are signed are known as "transitory" and they should be destroyed once the Minutes have been signed. This includes notes that the Committee members might take at the meeting.

4,   One always has to be concerned that information out there prior to the Minutes being signed might not reflect the formal position of the committee and therefore, the only record should be the formal Minutes.

5,   Always in the back of your mind, you must ask; if this information is available, then it could be subject to "Access to Information" (ATIP) or Discovery, if a law suit is in play