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Ensuring confidentiality - good practice guidelines for clerks

The Governance Handbook makes it clear that Governing Boards are expected to set out clearly what they expect of individuals, particularly when (or even before) they first join, and that a Code of Conduct should be maintained to set clear expectations of their role and behaviour.

One of the key themes within the NGA’s Model Code of Conduct, which is widely used, is that of Confidentiality. The following points are covered in the Code:-

Thankfully, it is relatively rare for there to be breaches of confidentiality, but they do happen. Sometimes accidentally, sometimes by design. It’s all too easy to let one’s guard down during casual conversations or on social media; but, in any situation, a breach is potentially grounds for removal from the Board.

It must be worth spending time at a Board meeting to discuss confidentiality, providing an opportunity for the Chair to remind Board members of their obligation in this respect. Clerks can place this on the agenda, e.g. for the first meeting of the year when the Code of Conduct is usually signed by members. This explicit agreement to the Code of Conduct will mean, according to the Governance Handbook, ‘that there is a common reference point should any difficulties arise in the future’.

Confidentiality can sometimes be breached through imprudence. A discussion of confidentiality might be an opportunity to remind Governors that it is not just who you share information with but also where you share it, and whether you can be overheard. For example a parent governor might be overheard at home by their children, who won’t have signed the Code of Conduct!

Do you have an agreed procedure for circulating Confidential Minutes from meetings? Has your DPO been involved in agreeing the procedure? When writing a Confidential Minute it is good practice to head up that Minute with a reminder about Confidentiality. For example, by including the words ‘ NOT FOR PUBLIC DISSEMINATION OR DISCUSSION’ in the heading. When a set of Minutes is being signed off it is worth reminding the Board that they are agreeing that they will be made public. Perhaps consider placing a phrase at the end of the Minutes saying ‘Minutes agreed to be an accurate record of the meeting and approved for publication….Chair’s Signature …… Date ‘

Something that can be missed however, is that the agreement to confidentiality should continue even after a Term of Office comes to an end. There have been instances where a Governor, having found themselves out of kilter with the rest of the Board, resigns and then feels free to broadcast Board proceedings to the wider public. To be truthful there is little you can do if this happens, unless perhaps the matter involves issues covered by Data Protection legislation. However, it is certainly worth ensuring that the Code of Conduct is explicit about expectations extending beyond their own tenure. It is worth making it clear to Governors that breaking the confidentiality rule, even after leaving the Board, could render them ineligible for becoming a Governor at any other school in the future.

When a Governor leaves the Board it’s common practice for the Clerk to send a letter on behalf of the Board thanking them for their service.  This also presents an opportunity to remind them about the need for continued confidentiality after stepping down.

Confidentiality and trust are very closely related, even inter-related. Effective Governing Boards are characterised by trust which enables essential information and ideas to be shared constructively.

SUMMARY - SEVEN TOP TIPS

1.    Ensure confidentiality is covered in the code of conduct and signed by every Governor

2.    Ensure it is explicit that confidentiality continues after term of office

3.    Ensure you have agreed procedures for dealing with Confidential Minutes

4.    When public Minutes are being signed off obtain agreement from the Board that they have been checked and that there are no confidential matters included.

5.    Have each set of Minutes approved for publication with the signature of the Chair.

6.    Regularly remind the Board about confidentiality and prudence regarding Board matters.

7.    Send a letter when Governor leaves the Board thanking for service and reminding about confidentiality.

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