Governance Insights: Protecting Information to Protect Process – When is it Appropriate to Restrict a Director’s Access to Board Records?

When is a board of directors permitted to withhold information from one of its members? Although the Canadian corporate statutes generally grant directors a blanket right to inspect board and committee minutes, there is uncertainty as to whether a board could nonetheless withhold from a director minutes prepared in connection with a conflict of interest transaction (such as an M&A transaction in which the director has a special interest) or an internal investigation (of which the director is the subject).