Consider this scenario: a school board member, eager to share a crucial document with fellow board members, uploads it to an insecure file-sharing platform. The board member assumes the platform is safe and is happy to have found a convenient way of sharing. However, there was a breach of one of the public servers of the file-sharing platform, resulting in the potential exposure of confidential student information and financial data. Now the school, district, superintendent, board, students and parents are panicking.

School board members may see file-sharing platforms as an efficient and simple way to exchange or share documents. However, use of this technology makes boards and districts vulnerable to cybersecurity risks such as malware, viruses, data loss, phishing scams or the exposure of sensitive information.

Let’s examine what file-sharing is, risks associated with file-sharing and how your board can avoid exposure and keep your information safe.

File-sharing platforms are software applications that allow school boards to send and access files in a shared storage space in the cloud. In these platforms, owners and senders of the files can establish permissions to determine who is allowed to access them.

File-sharing apps support collaboration in real-time. There are many free file-sharing applications that most individuals are familiar with. While these platforms can be enticing, they are not meant to support confidential or sensitive data, as they lack security and other features that can protect private information from cyberattacks.

One or more of these file-sharing solutions may be familiar to you or even in use by your district. They often position themselves as having specialized tools for education governance or classroom management and can be free or low-cost.

Google Workspace for Education. This includes Google Classroom and Google Drive.

Microsoft 365 Education. This includes Sharepoint and OneDrive.

As ubiquitous as these platforms and tools are, they are not without risk, and “free” solutions can often come with costs, from financial to legal to reputational. Consider that a platform a teacher uses for homework management has very different security considerations than the platform the board uses for staff compensation, student health information or other sensitive material the board has access to.

Risks associated with using insecure platforms

School districts have become major targets for cyber attackers. School boards have a responsibility to care for, protect and secure the sensitive information related to their school district.

There are, unfortunately, a number of risks associated with using file-sharing platforms for school boards:

Cyberattacks on districts are not only launched through viruses used to destroy school networks; file-sharing platforms with lax security features pose just as great of a risk to school boards and their districts. As technology has advanced, so have cyber criminals in their efforts.

Personal information, large financial transactions and other confidential and sensitive information can make school boards lucrative targets for sensitive data exposure.

Using file-sharing apps, an individual may be giving other users access to sensitive or confidential information, even unknowingly. Once information has been exposed to unauthorized people, the results can be devastating and irreversible.

Cloud-based file-sharing applications can put information at risk of being accessed, viewed and shared by other individuals. These incidents of data exposure can even be unintentional, or a result of the weaknesses in the file-sharing application's security.

Documents or materials stored on cloud-based file-sharing apps can be accessed, reviewed, blocked and even deleted by the application provider.

It is vital for districts to have a backup system in place to restore full performance and function in the event of sensitive data exposure or loss. Data loss may seem simple or harmless compared to sensitive data exposure, but data loss can be just as devastating and overwhelming.

Some file-sharing apps may ask for permissions that can open a user's firewall to transmit files. However, this can give cyber attackers access to your computer or allow them to attack your computer by taking advantage of any exposures that may exist through the file-sharing platforms. There are even some applications that can modify and penetrate a user's firewalls, without the user's knowledge.

Secure software can be extremely useful in supporting board mobility and modern governance. Utilizing the right technology, the work performed by the board can be seamless and easily accessible from anywhere.

School boards have the opportunity to use technological tools to support more effective and strategic decision-making. Information and materials can be easily shared and accessed seamlessly through a secure board management platform, meaning board members continuously are ”'in the know” and can perform their best work for the district and community.

When school boards are sharing files through board management software, it is imperative that they look at the features and capabilities of the software in terms of securing sensitive data. The software should promote and support strong cybersecurity practices to protect sensitive data related to the public school district and its students.

School boards understandably want to minimize budget line items, and when there is a seemingly “free” solution, it can be a significant temptation. But, as we’ve seen, “free” file-sharing platforms are not free from risk. The cost of losing sensitive data, especially personally identifying student information, is high and irreversible.

Lack of preparedness and investment in secure solutions is a key factor in why school districts have become targets for cyberattacks. The investment in software that effectively and efficiently secures sensitive data related to the district and its students pays for itself in protecting from damages suffered from cyberattacks. Why Diligent Community instead of file-sharing platforms

When it comes to sensitive data the information should be stored on a private secure server and on sites with high-level encryption (256-bit encryption is the strongest level of security currently available). Consider the risks of free or low-cost file-sharing platforms and how Diligent Community compares.

Leveraging board management software like 

 helps school boards mitigate the risks associated with insecure file-sharing platforms. Diligent Community's security features support and promote cybersecurity practices that protect the sensitive information of your district and your students, while still providing the school board with a seamless and streamlined tool to share and access pertinent district information. 

Delia Smart, Board Manager at Visalia Unified School District, says,

“With Diligent Community, the district can now create agendas and board packets electronically, and quickly make additions without the hassle of redoing the entire packet. As an added bonus, they no longer have to hand-deliver board packets as they can share them digitally through the highly secure platform."

Diligent Community is the right solution for all the board’s activities. Let us help you secure your board’s sensitive data and make file-sharing easy. 

The risks of insecure file-sharing platforms for school boards

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An interview with Paul Rissman, an emeritus board member of the Sierra Club Foundation, on the group's recent decision to break away from BlackRock.

The Sierra Club Foundation recently took a decision to step away from BlackRock citing an effort to safeguard the group's assets. Can you expand on what drove you to that decision?



In 2020, BlackRock CEO Larry Fink came out and said climate risk is financial risk. That trajectory was going well until about 2022, which was the high point of large asset manager activism on the subject, then it completely reversed.

There is a litany of actions that concern us. This includes the fact that BlackRock has pulled back on its support for environmental and social shareholder resolutions and has also nominated the CEO of Saudi Aramco to its board.

It has tried to do a couple of things to make itself a little bit more of a systemic steward. For example, in July of 2024, it came out with its decarbonization stewardship platform. However, given the SEC 13D-G guidance released at the beginning of this year, that doesn't even exist for U.S. companies.

The foundation wants to have a positive impact, and we want to decarbonize the economy, not simply decarbonize our portfolios, and BlackRock can't do that for us. We put them on watch three years ago and now we have finally made the transition.



What was the level of engagement with BlackRock over that period?



We've occasionally engaged with BlackRock on the topic. BlackRock used their standard line that shareholder proposals have gotten too prescriptive, which we disagree with, and that companies have gotten better, which we also disagree with.

To us, it appears that BlackRock will do whatever they feel will make them the most amount of money, whether it is for climate or against climate. We can't have a money manager that is so “other” focused when managers are supposed to have their clients’ interests in mind. We didn't think BlackRock did, so we took action.



 data for H1 points to a notable decline both in the volume of and support for ESG proposals. Where does this leave ESG proposals going forward? Will there be a change in strategy?



ESG proposals are in trouble, no doubt. Political backlash has definitely had an effect. Governance demands seem to be gaining traction but you're not going to get the votes for environmental and social proposals that you want. Proponents understand that and the strategy seems to be shifting.

Follow This came out with an announcement this year to pause resolutions and intensify efforts to highlight the crucial role investors play in the climate crisis.

We may not be filing as many resolutions, but we are talking a lot more to asset owners. Another example is when The Vermont Pension Investment Commission updated its guidelines to emphasize the role of proxy voting in addressing systemic risks posed by climate change and said that they might vote against directors who are not doing a sufficient job of taking account of systemic climate risk. That's significant.

Organizations like Sierra Club are starting to put pressure on public pension funds. There is more organization going on directed at asset owners because they have fiduciary responsibilities to their beneficiaries to do something about systemic climate risk, which will damage their beneficiaries’ portfolios over time. As proponents decide that it's not worth their time and effort and money to devote as much to filing resolutions as they did before, I think they're going to start working behind the scenes with asset owners and get asset owners to do more robust stewardship or get dropped like the foundation did with BlackRock.



Looking at the foundation’s history of shareholder proposals and other engagement, DMI has covered campaigns concerning Goldman Sachs and Vanguard to mention some. Do you feel they made an impact?



Campaigns like that have certainty driven awareness, especially when I consider the period since 2017. One positive concerned our engagement with many of the big banks in the U.S. over their fossil fuel financing. Some were quite receptive to our engagement. In 2024, Morgan Stanley changed its environmental and social policy statement to include a paragraph on climate justice, which was a direct result of our engagement.

Overall, there is progress still being made but many discussions are going on behind the scenes that people are not necessarily aware of.



Looking ahead to next season, do you expect to see a continued dip in shareholder proposals?



We can only speculate at this point. It's expensive to file shareholder resolutions and if you're not going to get any progress out of them, then don't bother. So, I think that trend will likely continue.

However, those in the ESG space are trying as hard as they can to figure out how to strengthen systemic stewardship. A few years ago, nobody had ever heard of systemic stewardship, but now people are talking about it much more. A lot of it is anti-systemic stewardship, but that's fine because we need to have that debate as the progressive movement thinks more and more about systemic stewardship and starts to grapple with how to make it more effective because there are hurdles. The asset owner has fiduciary obligations to their beneficiaries; they can’t just do what they want. So, the asset owners will be driving this. You just have to watch this space. Groups are innovating all the time and will continue to do so.


IN-DEPTH: Q&A with Sierra Club Foundation on recent break with BlackRock

This article originally appeared in our July 17 edition of the Diligent Minute Newsletter. For more insights like these, delivered straight to your inbox, subscribe

Imagine trying to understand an approaching storm by looking through a slice of Swiss cheese. You might catch glimpses of dark clouds or shifting light, but miss the lightning striking a nearby tree — or the sparks on the roof over your head.

You could miss the full scope of the danger unfolding right in front of you.

Do today’s governance leaders have a similarly fragmented view of business risk? Our 

A fragmented view: GCs and boards see risk through different lenses

When asked about their top concerns, over two-thirds (65%) of general counsels (GCs) focused on changes in the regulatory environment. One survey respondent specifically called out evolving frameworks for AI, data and consumer privacy, especially at the state level. Another noted the uncertainty of “whipsawing policies and enforcement priorities.”

Meanwhile, boards gave regulatory change a distant backseat to tariffs. A full 81% of directors ranked these ever-changing trade developments as their top risk, compared with less than half (41%) of GCs.

Furthermore, GCs reported a gloomier view of business risk overall. In Q2, they gave it a score of 7.4 points(out of a maximum 10), up from 6.8 in Q1. Meanwhile, directors’ ratings stayed constant at 6.8.

You could debate this question ad nauseam, or you could consider what’s at stake if the two sides don’t come together to build a complete picture.

Fortunately, many GCs are already minding the gaps:

Over half (51%) told us they’re increasing their participation in leadership meetings, as well as communicating more with senior management

Four out of ten (41%) said they are using new technologies like AI for real-time data and analysis

What can GCs take away from these responses?

Takeaway 1: Keep talking and stay on top of change

Boards want to hear their legal teams’ views on strategy, risk, and especially, the regulations that might impact the things the board cares most about, for example, AI innovation, trade policy, CEO compensation and succession, and other trending topics. In fact, a full 42% told us they want to increase the frequency of board-GC conversations.

If these aren’t recurring items on your calendar, along with regular risk reports, now is the time to schedule them.

These frequent, proactive reviews should include next steps when a situation merits action, like tabletop exercises, targeted mitigation strategies and beyond.

Fortunately, many leaders are taking heed. In our 

, 47%of respondents said they are using scenario planning to navigate the current environment.

Takeaway 3: Embrace AI’s full analytic powers

Some more good news from our survey: GCs are using AI. The less-than-ideal aspect of this is that they’re often limiting their AI use to basic activities like drafting documents and reviewing contracts.

For many GCs, concerns about data protection and regulatory compliance hold them back. Others are haunted by the possibility of hallucinations or errors.

This reticence comes at a cost. Automation enables continuous monitoring, and AI-powered advanced analytics are made for high-stakes conversations about risk, delivering data, insight and context faster and more effectively than any human. Legal teams who fail to tap these powers for tracking threats, regulatory changes and organizational health risk falling behind as strategic advisors.

As boards increasingly expect legal leaders to double as strategic advisors, ongoing education helps them meet these rising expectations — and keep pace with today’s constantly evolving threats and regulations.

Delve even deeper into the top concerns of GCs and boards — and how they’re taking action to protect their organizations and the bottom line. Download our latest 

Directors Confidence Index: Navigating Risk and Uncertainty

Want regular access to original research in the field of GRC? Bookmark our 

 for the latest surveys, podcasts and reports.

Risk blind spots are growing — 4 moves GCs can make to close the gap 

The NextGen Board Leaders program, sponsored by Wilson Sonsini and Meridian Compensation Partners, brings together experts and new public company board members under Chatham House Rule to discuss critical topics in corporate governance.

At a recent Summit, held at the New York Stock Exchange (NYSE), leading experts shared timely insights on the rapidly evolving landscape of executive compensation. Several critical themes emerged that are shaping boardroom conversations and governance practices today.

Boards are sharpening their focus on the structure and competitiveness of executive compensation, especially CEO pay. The goal: ensuring that compensation both attracts and retains top talent while maintaining a clear alignment with the company’s long-term strategy.

Executive transitions have also gained renewed importance, with robust succession planning and carefully structured separation packages rising to the top of committee agendas. These priorities reflect a growing expectation—from investors and other stakeholders alike—for transparent links between pay and performance.

The executive compensation environment is more complicated than ever—particularly for companies outside the S&P 500, including those in the Russell 3000 or recently public companies still maturing their governance frameworks.

The U.S. Securities and Exchange Commission’s (SEC) pay versus performance disclosure rules require companies to explain in detail how executive compensation ties to both financial and non-financial results. This has increased the demand for greater rigor in plan design and heightened pressure to clearly articulate the rationale behind every element of pay.

The widening gap between U.S. and international compensation practices shows little sign of narrowing. Meanwhile, periods of economic uncertainty caused by market volatility, global events like COVID, or shifting trade conditions, continue to complicate the selection and calibration of performance metrics and targets for leadership.

Boards must strike a balance: maintaining credibility with executives while guarding against potential corporate waste claims. Practical strategies include:

Maintaining consistency in financial metrics: Avoid shifting targets unless clearly warranted by changes in business conditions.

Scoping discretion tightly: Where discretion is needed, plan documents should include specific language for “extraordinary events” (e.g., leadership effectiveness during crises), paired with clear documentation of rationale.

Using relative performance metrics where appropriate: Comparing performance to peers, rather than absolute targets, can help isolate executive performance from broader market disruption.

While 'say-on-pay' voting outcomes remain largely steady, with low failure rates, scrutiny continues. Boards face ongoing pressure around:

Responsiveness to prior shareholder concerns

Transparency and discipline remain essential.

Best practices in compensation governance

Excellence in compensation governance hinges on strong processes. Boards are encouraged to maintain clear annual calendars for their compensation committees, ensuring all decisions align with committee charters and mandates.

This proactive approach enables early engagement with investors and proxy advisors, particularly on potentially controversial changes, helping to mitigate concerns before they become significant issues.

As the executive compensation landscape continues to evolve, boards that prioritize clarity, disciplined processes, and stakeholder engagement will be best positioned to navigate future challenges.

Diligent

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The risks of insecure file-sharing platforms for school boards

IN-DEPTH: Q&A with Sierra Club Foundation on recent break with BlackRock

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