Some corporations’ governance principles (sometimes called governance guidelines) instruct directors not to speak to the media about company business without first consulting the CEO or President.
Some guidelines call on directors to clarify, when participating in public presentations, that (unless management has allowed, or instructed, otherwise) their remarks represent only their own personal views.
Would management be more likely to support a director’s involvement in a sensitive meeting if the organizers had announced that participants would be subject to the “Chatham House Rule”? Under the current (2002) version of that rule, participants in a meeting “are free to use the information received, but neither the identity, nor the affiliation of the speaker(s), nor that of any other participant, may be revealed” to others.
Or, since– as acknowledged by the international policy institute that promulgated, promoted, and lent its name to it– the “rule” is not legally binding, should a company’s management instead condition a director’s participation in certain meetings on all parties’ having signed, in advance, formal nondisclosure agreements?
The confidentiality expectations for a meeting under the Chatham House Rule fall well short of those for discussions or conversations characterized as “off the record,” whose participants generally expect not just anonymity but that their remarks will not be quoted at all.
Neither the Chatham House Rule nor the “off the record” arrangement can apply in full to a board or committee meeting, because the minutes of those meetings should indicate at least the presence or absence of each individual director, and, at least on a general level, the topics discussed and decisions reached by the group.
But should a director assume that (at least the draft version of) those minutes could quote, with or without attributing to her, any statements that she makes during such the meeting? If she opposes the quotation of her remarks, and/or being quoted by name, must those references be removed from the minutes?
Conversely, could she insist that the minutes, beyond recording her vote on a particular proposal, reflect– by verbatim quotation or otherwise– that she made a specific statement or raised a certain issue or question?
Each board and its corporate secretary might wish to refine, and regularly review, the board’s policies on such matters; and perhaps to revisit them before deliberations anticipated to be particularly divisive and/or sensitive.
“Addressing” such concerns would help directors know just how close they are to the shadows and semi-secrecy of The Chatham House (10 St. James’s Square, London); and whether they will be speaking just for contribution, or also for possible attribution (and even retribution).
