Sullivan & Cromwell's "Recent Trends in Governance Documents" is a good resource for corporate secretaries and other governance professionals who are facilitating the board's regular (typically annual) review of the company's governance documents for potential updates/modifications to reflect current or newly adopted practices, changes in legal requirements, or investor and other stakeholder disclosure expectations.
Coverage includes:
- Procedural safeguards to bylaws provisions
- Express allocation of board or committee ESG oversight responsibility (corporate governance guidelines/charters)
- Exclusive forum provisions (charter or potentially bylaws)
- Enhanced disclosure (guidelines) about the board's process for determining its leadership structure, leadership roles and responsibilities, and board evaluation practices
- Addition - or enhanced disclosure - of a succession planning process for key executives
Notably, the firm has observed ESG oversight commonly residing with the full board, Nom/Gov Committee, or Public Policy Committee (if any) with these responsibilities:
- Reviewing and evaluating ESG-related plans and practices
- Reviewing current ESG trends and discussing such matters with management and communicating the impact on the company and its stakeholders
- Overseeing the development and use of tailored ESG-specific measurement and tracking metrics
- Reviewing the company’s external ESG-specific communications
- If information is discussed at the committee level in the first instance, reporting out key information to the full board on a regular basis
Access additional resources on our Bylaws and Corporate Secretary's Office pages. This post first appeared in the weekly Society Alert!