![]() ![]() And for directors making assessments and decisions regarding particular oversight issues facing their companies, it is important to have a clear view of the relevant voices vis-a–vis those issues, including their identities, oversight positions and modes of behavior, as the directors prepare for or react to specific challenges. In developing their awareness of today’s director oversight landscape, directors should understand the breadth of, and the types of the significant participants in, that universe of voices. It is not news that the voices of many constituencies have joined the director oversight chorus in parallel with the sharpened focus on corporate responsibility for an expanding universe of ESG issues. Many more constituencies today are proposing or supporting board oversight subjects. A number of important factors have contributed to today’s larger director oversight stage (and to more-and more powerful-voices on it). Coupled with elements noted below, it raises significant new expectations about board conduct and new areas of asserted board responsibility and accountability. The burgeoning number and the broadened nature of asserted director oversight subjects is a central feature of the oversight environment directors are facing today. Expectations regarding the scope of board oversight responsibility have dramatically expanded. public company directors today, together with some brief comments. To facilitate these efforts, set forth below are what we view as key circumstances and perspectives that define the oversight role of U.S. ![]() This is a dynamic process that, in some ways, requires boards to go back to basics and to assess what it is they should be tracking and monitoring and how they determine which matters require their oversight time and attention, and then periodically to revisit and reassess those decisions.Boards need to identify which issues are relevant and material to their companies and to put in place oversight mechanisms that will allow the board to monitor the issues, receive inputs and track company progress.Boards today, in exercising their oversight function, need to pay much more attention to a far broader range of issues than they ever have before.The Macro Picture: Defining Circumstances and Perspectives ![]() In sum, directors remain the targets when investors or others look to hold companies responsible and accountable for perceived missteps relating to a constantly growing range of oversight subjects, many of which not long ago would have surprised public company boards of directors as being their responsibility. The failure by a board to deal with any such identified subject, or a board’s perceived inadequacy in doing so, often leads to questions being raised about the board’s performance of its oversight function. Pressure from investors and others, in various forms and with increasing intensity, has been and continues to be applied to boards to address these issues promptly and more effectively. Many issues-often under the umbrella of “environmental, social and governance” (ESG) or “stakeholder” issues-have become well known to directors and are viewed as broadly applicable to most companies. ![]() public company board of director oversight have grown to encompass virtually any subject that an investor, stakeholder or other party raises as being potentially material to a company and, therefore, needing board attention. The subjects falling within the purview of U.S. ![]()
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