Grounded in the context of the board’s fiduciary’s duties, Mayer Brown’s “Across the Board - CEO Comments on Public Policy: An Internal Governance Framework” sets forth a sound, logical approach for companies to navigate their engagement across a wide range of ever-evolving public policy issues that run the gamut from ordinary course business issues to alignment with particular political parties or ideologies, and everything in between.
The suggested framework—proposed to be developed by the CEO and the board—is designed to capture the types of issues that are clearly off-limits for public comment, open for public comment at the CEO’s discretion, and those that fall in between those two extremes, which the CEO would evaluate against two key principles: (1) whether and to what extent the issue relates to the company’s business, and (2) whether the CEO speaking out on the issue would advance the company’s interests. The outcome of that analysis would guide the CEO’s determination as to whether to speak out publicly on a particular issue.
The article includes this instructive example of a proposed framework:
Editor’s note: In response to a July 2021 survey of Society members, a slight plurality of public company respondents (31%) reported having a company-specific framework that governs or specifies whether or when their company leadership is allowed to speak out or engage publicly on social, political, environmental, or public policy issues on the company’s behalf; however, just 11% indicated that their document/policy (if any) was approved by the board, and just 5% indicated that their policy/document (if any) addresses whether the board or a committee must preapprove company leadership’s public statements or engagements on these issues.
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This post first appeared in the weekly Society Alert!