Confidentiality Versus Secrecy: When Does One Become the Other? (#752)
The fine line between protecting information and avoiding accountability.
Confidentiality and secrecy are often used interchangeably, but they are not the same thing.
Both involve withholding information, yet there is an important distinction between them.
Confidentiality serves a legitimate purpose.
Secrecy can serve to conceal information from those who have a legitimate interest in knowing it.
The distinction becomes particularly important in institutions that claim to embrace transparency, accountability, and shared governance.
Public universities are among those institutions. They are communities of scholars, teachers, students, staff, and administrators whose collective efforts sustain their educational and research missions. Their governance structures are intended to reflect that collective responsibility.
But what happens when confidentiality, ostensibly intended to protect the integrity of institutional decision-making, becomes a means of excluding the very people whose interests are being represented?
At what point does confidentiality become secrecy?
Confidentiality: A Legitimate Necessity
There are many circumstances in which confidentiality is both necessary and appropriate.
Personnel matters, student records, medical information, legal advice, and sensitive financial negotiations all require protection.
In such cases, confidentiality safeguards privacy, protects legitimate interests, and allows individuals to communicate freely without fear of inappropriate disclosure.
University administrators negotiating a major philanthropic gift may have good reasons to maintain confidentiality. A prospective donor may not wish to have financial details disclosed before an agreement is finalized. Premature publicity might jeopardize negotiations or create expectations that cannot ultimately be fulfilled.
Similarly, members of a university committee may need the freedom to discuss sensitive matters candidly, express reservations, challenge assumptions, and explore alternatives without every comment becoming public.
Confidentiality can therefore be an essential component of effective governance.
But legitimate confidentiality should have a clearly defined purpose. It should be proportionate to the information being protected, limited to those matters that genuinely require protection, and subject to reconsideration when the circumstances that justified it have changed.
Most importantly, confidentiality should protect the integrity of a decision-making process, not shield the decision-makers from accountability.
Secrecy: When Information Becomes a Source of Power
Secrecy is more problematic.
It can arise when information is withheld without adequate justification, when restrictions continue long after their original purpose has expired, or when confidentiality prevents legitimate stakeholders from understanding decisions that directly affect them.
Information is a source of institutional power. Those who control it can determine who participates in discussions, whose opinions are considered, and which alternatives are explored.
When access to information is restricted to a small group of decision-makers, others may find themselves excluded from the process until the outcome is effectively predetermined.
They may subsequently be informed of the decision, but being informed is not the same as being consulted.
Nor is being invited to endorse an established outcome equivalent to participating in its formulation.
Secrecy need not involve dishonesty or deliberate misconduct. It can develop through institutional habits, excessive caution, an unwillingness to invite disagreement, or a mistaken belief that those in positions of authority are entitled to make decisions without explaining them.
Whatever its origins, unnecessary secrecy can erode trust.
And once trust has been lost, even legitimate confidentiality may be viewed with suspicion.
The Problem of Indefinite Confidentiality
One of the most important distinctions between confidentiality and secrecy concerns time.
Information that legitimately requires protection during negotiations may no longer require the same protection after an agreement has been reached and publicly announced.
Consider a university negotiating a major philanthropic gift.
During negotiations, confidentiality may be necessary to protect the donor, preserve the institution's bargaining position, and allow the parties to explore different possibilities.
Once the agreement has been finalized and the gift publicly announced, however, the justification for maintaining confidentiality over every aspect of the decision-making process becomes less obvious.
Some information may still require protection. Personal financial details, privileged legal advice, and other genuinely sensitive matters may remain confidential.
But why should the institution's reasons for accepting the gift, the alternatives considered, or the substance of its representative committees' conclusions necessarily remain undisclosed?
The fact that discussions were originally confidential does not, by itself, establish that their outcomes must remain confidential indefinitely.
Confidentiality should be reviewed when circumstances change.
Otherwise, a temporary measure intended to facilitate decision-making risks becoming a permanent barrier to understanding how decisions were made.
The UC Davis School of Veterinary Medicine
The recent renaming of the UC Davis School of Veterinary Medicine as the Weill School of Veterinary Medicine provides a particularly relevant example.
In January 2026, UC Davis announced a $120 million philanthropic gift from Joan and Sanford I. Weill and the Weill Family Foundation, accompanied by the renaming of the School.
The gift was substantial and has the potential to support important educational, research, and clinical initiatives.
But the renaming also represented a significant change to the identity of an institution established in 1948 and sustained by generations of faculty, staff, students, alumni, and supporters.
Documents obtained through the California Public Records Act indicate that the Faculty Executive Committee (FEC) devoted just 10 minutes to deliberating the proposed renaming.
The FEC’s deliberations and conclusions were subject to instructions requiring strict confidentiality.
Ten minutes is a remarkably short period for considering a decision of such lasting institutional significance, although the duration of a meeting alone does not establish how much preparation or prior consideration individual committee members undertook.
The more troubling issue is the requirement for strict confidentiality and the extent to which it prevented the wider faculty from understanding how their representatives approached the decision.
The renaming has now been publicly announced. The philanthropic agreement has been finalized, and the School has adopted its new identity.
What purpose is served by continuing to withhold the substance of the FEC's deliberations and conclusions?
What information still requires protection?
And why should the faculty, whose interests the FEC is intended to represent, be unable to understand how their representatives discharged their responsibilities?
These questions do not establish that confidentiality was imposed for an improper purpose.
But they do place the burden on the institution to explain why continued restrictions are necessary.
A requirement for confidentiality should not be treated as self-justifying simply because it was issued by someone in a position of authority.
Confidentiality and Shared Governance
Shared governance depends upon the meaningful participation of those who have a legitimate stake in institutional decisions.
It does not require every decision to be made by referendum, nor does it mean that every stakeholder must participate in every discussion.
Representative committees exist precisely because it is impractical for an entire university community to deliberate collectively on every issue.
But representation carries responsibilities.
Committee members must be able to obtain relevant information, exercise independent judgment, consider the interests of those they represent, and communicate appropriately with their constituents.
Confidentiality can complicate those responsibilities.
If representatives are prohibited from discussing a proposal with their constituents, how can they adequately understand the views of those constituents before reaching a decision?
If they are subsequently prohibited from explaining their conclusions, how can their constituents assess whether their interests were properly represented?
And if the committee's discussions and conclusions remain confidential even after a decision has been implemented, what meaningful mechanisms of accountability remain?
There may be legitimate reasons to protect individual committee members' comments or votes. Protecting the confidentiality of candid deliberations is not necessarily incompatible with publishing a committee's collective conclusions and the reasoning behind them.
The distinction is important.
A committee can protect the privacy of its internal discussions while remaining accountable for its institutional actions.
Indeed, a representative body should ordinarily be able to explain what it considered, what conclusions it reached, and how those conclusions informed the decision-making process without disclosing every comment made by individual members.
Shared governance requires more than the existence of representative committees.
Shared governance requires those committees to maintain a meaningful relationship with the communities they represent.
When confidentiality severs that relationship, the substance of shared governance is diminished, even if its formal procedures have been followed.
Who Decides What Is Confidential?
There is another question that deserves attention.
Who has the authority to impose confidentiality, and who determines when it is no longer necessary?
In a university, an administrator may have legitimate reasons to request confidentiality during sensitive negotiations.
But a representative faculty committee has responsibilities that are not identical to those of the administration.
If an administrator can unilaterally determine what a representative committee may disclose to its constituents, the committee's independence may be compromised.
The problem is particularly acute when the administrator requesting confidentiality is also directly involved in the matter under consideration.
This does not mean that administrators should be excluded from committee discussions or that their requests for confidentiality should be disregarded.
It means that confidentiality should rest on an identifiable and legitimate basis, rather than simply on an instruction from a senior administrator.
Ideally, the scope, purpose, and duration of confidentiality should be understood from the outset. There should also be a mechanism for reconsidering restrictions when the circumstances change.
A representative committee should not be placed in a position where it must choose between complying with an indefinite instruction to remain silent and fulfilling its responsibility to the people it represents.
Transparency Is Not the Enemy of Confidentiality
Transparency does not require the indiscriminate disclosure of every document, conversation, or personal opinion.
Nor does accountability require committee members to surrender the freedom to deliberate candidly.
The challenge is to establish an appropriate balance.
A university can protect sensitive information while explaining its decisions. It can preserve the confidentiality of individual contributions while publishing collective conclusions. It can respect the privacy of donors while disclosing the institutional obligations associated with their gifts.
And it can acknowledge that some information must remain confidential without treating confidentiality as an all-encompassing justification for withholding everything else.
Indeed, transparency and confidentiality can reinforce one another.
When an institution clearly explains why particular information must be protected, stakeholders are more likely to accept those restrictions as legitimate.
When it refuses to explain either its decisions or the reasons for withholding information, suspicion is almost inevitable.
Transparency builds trust not because everyone will agree with every decision, but because people can understand how decisions were reached and hold those responsible to account.
A Final Thought: The Difference Between Trust and Silence
Confidentiality and secrecy may look identical from the outside. Both involve information that is not publicly available.
The difference lies in why that information is being withheld, who benefits from the restriction, how long it remains in place, and whether those responsible can still be held accountable.
Confidentiality protects legitimate interests.
Secrecy becomes problematic when it protects institutional authority from legitimate scrutiny.
The distinction is especially important in a public university, where decisions are made on behalf of a community that extends far beyond those occupying administrative offices.
The UC Davis renaming raises questions that go beyond the merits of a particular philanthropic gift or the appropriateness of a particular institutional name.
It raises questions about the relationship between administrators and representative faculty bodies, the responsibilities of elected committee members, and the extent to which confidentiality can be reconciled with meaningful shared governance.
It also raises a simple question: Once a decision has been made and publicly announced, why should the reasoning of those responsible remain hidden from the people they represent?
There may be a legitimate answer. If so, it deserves to be explained.
If there is no longer a legitimate reason for withholding the information, continued confidentiality becomes increasingly difficult to justify.
Confidentiality should protect the process of making decisions.
Confidentiality should not prevent people from understanding those decisions once they have been made.
And perhaps that is the simplest way to distinguish confidentiality from secrecy.
Confidentiality protects trust.
Secrecy, when it prevents legitimate scrutiny and accountability, undermines it.
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