Directors' Cut

According to ISS, nearly 32% of the S&P 500 disclosed some level of board oversight of AI in 2024 (up from 12.3% in 2022), while 11% made explicit disclosure of full board or committee oversight. Notably, among companies that disclosed delegation of AI oversight to the full board or a board committee in 2024, the vast majority of companies delegated responsibility to the full board, followed by the audit and risk committees.

“10 Tips for Technology in the Boardroom” from the ABA offers actionable tips and sound guidance to mitigate confidentiality, cybersecurity, litigation, and other risks associated with the use of both established and emerging technologies, while promoting efficiencies in a manner that is sensible taking into account the risks and potential unintended consequences.

PwC’s “How boards can effectively oversee AI to drive value and responsible use” identifies areas for board focus to formalize and enhance its oversight of AI in a way that supports management’s responsible use for the long-term success of the business. The guide addresses the board’s oversight and internal governance structure; alignment with management on an AI strategy; promoting responsible use practices; monitoring management’s regulatory compliance; overseeing evolving talent strategies; and monitoring management’s performance. Each area of focus is accompanied by key actions to assist the board in effecting that area of oversight. 

Society public company members responding to the latest Society / Deloitte Board Practices Quarterly survey: Artificial intelligence (AI) revisited” provided insights on various aspects of their companies’ artificial intelligence practices, including where in the organization AI resides, use policies/frameworks, risk mitigation measures, education and training, and board oversight. See key takeaways here.

“AI Can Draft Board Minutes—But Should It? Considerations for Public Companies” from Debevoise does an excellent job of succinctly capturing the risks and considerations associated with the use of AI tools and applications to assist or help facilitate the drafting of board and committee meeting minutes.

Wachtell Lipton’s “Audit Committee Guide” provides information for audit committees and their advisors on regulatory requirements, leading practices and trends, and core committee roles and responsibilities, and practical guidance on how to best discharge them. Model exhibits include charters for NYSE and Nasdaq companies, a responsibilities checklist, a Financial Expertise and Independence Questionnaire, an auditor services pre-approval policy, a related party transactions policy, whistleblower procedures, and a committee self-evaluation checklist.

The PCAOB released "2024 Conversations with Audit Committee Chairs," which provides an overview of feedback it received over the past year from its engagements with 272 audit committee chairs of companies whose audits were inspected.

“10 Tips for Board Evaluation and Succession Planning: The Year in Governance” from the ABA offers actionable tips and sound guidance to promote optimal board and committee composition and leadership in relation to disciplined succession/refreshment planning.

DiverseIQ reported on board diversity disclosure trends based on its review of the more than 2,460 S&P 1500 and Russell 3000 (R3000) proxy statements filed calendar year-to-date as of May 2. See key takeaways here.

The NYSE, in collaboration with JP Morgan, released “The Public Company Series: Board Structure and Composition,” which includes insights, perspectives, and benchmarking data from the Society, as well as other leading governance, legal, and advisory experts. See the Society’s contributions: “Balancing workload and responsibilities of the board and its committees” and “Director skills and experiences: disclosure requirements, practices, and key considerations.”

In this article: “The Evolving Skill Set of a Compensation Committee Chair,” Farient Advisors maps trending compensation committee chair skills disclosures included in proxy statements to four functional areas the firm identifies as essential to well-functioning compensation committees.

Among the noteworthy takeaways from Pearl Meyer’s “Executive Compensation Highlights: First 100 S&P 500 Proxy Filers in 2025”: executive security perk disclosures among the first 100 S&P 500 proxies filed in 2025 increased from 24% to 31% season-over-season.

Based on disclosures included in proxy statements filed as of April 2, 2025 (for the 2024 fiscal year), Equilar reported a 28% increase in executive security perks among S&P 500 companies from 2023 – 2024, with nearly one-third of companies providing some type of security perk, and a 48% increase since 2021.

Bloomberg Law reported a significant rise in disclosure of executive security-related perks in recently filed proxy statements through the end of April.

Among other insights on practice trends, “The Evolving Role of the CHRO in the Boardroom” from The Conference Board illustrates the increasing involvement of the chief human resources officer (CHRO) in the corporate governance structure based on recent survey data and publicly accessible filings. See key takeaways here.

"What Directors Think"—from Corporate Board Member, Diligent Institute, and FTI Consulting—reveals the results of a September/October 2024 survey of more than 200 US public company directors about upcoming challenges and opportunities in the context of ongoing domestic, geopolitical, and macroeconomic volatility. See key takeaways here. 

Leveraging data from PwC’s annual corporate directors’ survey, "Board effectiveness: A survey of the C-suite" from PwC and The Conference Board reveals the results of a fall 2024 survey of more than 500 public company C-suite executives on their views of the performance of their boards of directors as compared to (where relevant) directors’ perspectives on the same topics. Key takeaways are here.

Spencer Stuart’s “Closing the Confidence Gap: Why the Board-CEO Relationship Needs a Reset” provides insights on the board-CEO working relationship based on a late 2024 survey of 787 CEOs and 1,694 directors in Spencer Stuart’s network across all major industry sectors. See key takeaways here.

In addition to ensuring they understand the drivers of transactions and their consistency with the company's strategy, PwC’s “The corporate director’s guide to overseeing deals” advises boards to approach potential transactions proactively and holistically, rather than reactively and in a piecemeal fashion. The guide identifies big picture considerations for boards to improve the likelihood that any particular opportunity ultimately pursued will be successful in the context of the company’s overall strategy.

PwC’s “Ransomware and the board’s role: what you need to know” outlines questions across six topical areas that the board should ask management about its cyber-related practices and policies so that it understands the company’s level of preparedness, response capabilities, and overall cybersecurity strategy to support its effective oversight of ransomware risks. The brief publication also includes a list of considerations to evaluate as part of any ransomware payment demand.

BDO’s “Global Trade Tensions: What Should the Board Know as Tariffs Evolve and Expand?” identifies tariff-related implications and considerations across the areas of supply chain and operational resilience, pricing strategies and competitive positioning, global operations and compliance, board composition and expertise, and more. | DLA Piper’s “Board duties in the face of business uncertainty: Navigating a changing tariff landscape” sets the stage for recommended board practices in relation to recent tariff developments by providing an overview of associated corporate risks and director fiduciary duties and oversight responsibilities under Delaware law. | “Board Governance: Maintaining Balance in Uncertainty” from Sidley’s Holly Gregory suggests how boards may approach and effect their oversight responsibilities across a number of areas including crisis preparedness, CEO performance and succession, risk-informed corporate strategy, financial reporting, stakeholder relations, and governance.

PwC's "Sustainability oversight: the corporate director’s guide" explains at an appropriately high—but sufficiently substantive—level, ESG terminology; ESG reporting; varying degrees and areas of focus by different types of investors and other stakeholders; ratings and rating agencies; widely consulted disclosure frameworks and standards; disclosure vehicles; and board oversight considerations.

Sullivan and Cromwell’s “Summary of Recent Changes to Delaware, Nevada, and Texas Corporate Law,” identifies common themes across recent corporate law reforms in Delaware, Nevada, and Texas and provides an overview of the enacted and proposed reforms, as well as certain pending legal challenges. See also Foley’s presentation outlining Texas corporate law reforms and as compared to current Delaware law.

Fidelity’s updated Proxy Voting Guidelines eliminate expectations for gender and racial or ethnic board diversity and focus instead on a range of experiences, perspectives, skills, and personal characteristics relevant to effective corporate governance practices. See also the firm's updated Sustainable Proxy Voting Guidelines – Shareholder Proposals on Natural and Human Capital Issues.

UBS’s 2025 proxy voting guidelines eliminate specific board gender and ethnic diversity expectations in favor of diversity in its broadest sense.

CII released updated Policies on Corporate Governance reflecting changes in its reincorporation policy and addressing “stealth” dual-class share arrangements.

Georgeson released summaries for each of BlackRock’s, Vanguard’s, and State Street’s proxy voting policy updates. | Weil’s “Heads Up for the 2025 Proxy Season: Re-Considering Board Diversity Disclosures; Update on the ‘Big Three” Investor Policies” summarizes updated board diversity proxy voting policies published by BlackRock, Vanguard, and State Street, as well as ISS and Glass Lewis. The memo includes a link to the firm’s: “The Big Three & ESG: A Guide to BlackRock, State Street & Vanguard Proxy Voting Policies & Guidance on Key ESG Issues,” which summarizes the Big Three's expectations across a wide range of topics.

In this post, ValueEdge Advisors shares highlights from select panels at CII’s annual spring conference held in March. Worth a quick read, institutional investors including United Brotherhood of Carpenters, Fidelity, MassPRIM, Norges Bank, Schroders, New York State Common Retirement Fund, and others, share their views and insights on topics such as virtual shareholder meetings, executive pay, sustainability disclosure, and more. 

BNY Mellon published its 2025 proxy voting guidelines. Consistent with the trend among many large institutional investor policies this season, noteworthy updates include the elimination of the board diversity and environmental disclosure provisions and deletion of references to a diverse workforce and pay equity.

BlackRock released its annual “Investment Stewardship Annual Report” (summary here), which captures its proxy voting-focused stewardship activities for the 12 months ended December 31, 2024. See key takeaways here.

Morgan Stanley published its 2025 "Equity Proxy Voting Policy and Procedures." Consistent with many other large institutional investor policies this season, noteworthy updates compared to 2024 include – among other things - the elimination of the board gender, race, and ethnicity diversity expectations (focusing instead on diversity in its broadest sense) and elimination of stated support for employee and board diversity disclosure, including EEO-1 disclosure.

State Street’s annual stewardship report reveals these and other noteworthy statistics for 2024.

AQTION’s “Stewardship in AQTION” provides noteworthy data on the 65 largest institutional investors’ ESG stewardship practices. See key takeaways here.

Legal & General’s Active Ownership report (summary here) includes a plethora of statistics surrounding its engagement and voting stewardship activities for 2024, as well as its strategic priorities for the current year.

In this post, Ropes & Gray discuss the New York City Comptroller’s recently articulated climate-related expectations of fund asset managers that will flow to portfolio companies in a manner that is largely contrary to US federal and certain other state regulatory and policy developments in this area.

Jasper Street noted an uptick in average investor support for director nominees and an increase in the percentage of nominees garnering at least 90% support this season as of May 30 compared to the prior three proxy seasons, which the firm attributed largely to: (i) less stringent institutional investor and proxy advisor policies that have historically prompted votes against directors and (ii) reduced “director accountability” votes by large institutional investors.

On March 21, the Society submitted this comment letter in response to the California Air Resources Board’s (“CARB”) information solicitation to inform the implementation of California’s climate disclosure legislation and our further engagement with CARB in relation to its development of rules to implement the legislation.

The Society joined a statement led by the American Chamber of Commerce to the EU urging the European Parliament and Council to proceed promptly with the Omnibus stop-the-clock proposal (which was approved by the Parliament on April 3) to delay the implementation of effectiveness of the CSRD and CS3D for Wave 2 and 3 companies pending the undertaking of the legislative process on the broader omnibus simplification proposal.

The Society sent a letter to welcome new SEC Chair Paul Atkins and highlight areas of particular interest to the Society as respects the Commission’s agenda, including—among other things—scaled disclosure, executive compensation disclosure requirements, the shareholder proposal process, proxy advisors, shareholder engagement, and proxy plumbing.

In furtherance of its aim to meaningfully weigh in on the EU Omnibus simplification initiative on behalf of US companies doing business in Europe, the Society submitted a letter and responses to an online questionnaire to EFRAG in response to its public consultation on the ESRS revisions as directed by the European Commission and as outlined in EFRAG’s responsive work plan.

COSO and the NACD  launched a public consultation on an exposure draft of the COSO Corporate Governance Framework, which was subsequently withdrawn on July 16. Prior to the withdrawal, the Society led a coalition request for an extension to the comment period (which was granted) and was preparing to weigh in on the draft with the participation of a nearly 60-member working group.

The Society submitted this comment letter on the proposed California Consumer Privacy Act regulations – specifically as relates to the internal audit reporting structure for those in-scope companies that choose to use their internal audit function to conduct the required cybersecurity audit.

The Society submitted a letter and accompanying Appendix to SEC Chair Paul Atkins providing input on the Commission’s filer categories and thresholds and scaled disclosure requirements that would benefit small- and mid-cap public companies (as well as, in certain circumstances, other issuers) and their stockholders.

The Society submitted this updated position paper to numerous members of the European Parliament, Commission, and Council in advance of the European Parliament’s internal deadline to submit its proposed amendments on the European Commission’s Omnibus Simplification Proposal.

ArentFox Schiff’s “ESG Update: Corporate Directors May Be Obligated to Assess Political Risk” provides a high level overview of director Caremark liability and how it may apply to risks arising from the volatile political environment. The post suggests good governance practices to mitigate the risks in the context of recent developments, including those relating to tariffs, immigration, DEI, sustainability, reduced government spending, federal corporate compliance priorities, and deregulation.

Boardspan’s “Governance In a Time of Turmoil” offers guidance to boards seeking to better oversee, prepare for, and manage the increasingly challenging and volatile geopolitical risk environment in a manner consistent with the company’s mission and strategic plan.

Cooley’s tariff-specific crisis response checklist is a helpful resource to ensure that companies are proactively considering the multiple potential implications of the current environment. Action items encompass or relate to management and board governance; risk management and compliance; business strategy and operations; compensation; public disclosures; securities trading; and stakeholder engagement.

Bryan Cave’s “Springtime Reminders for Public Companies” identifies different approaches companies have been taking to update their approach to earnings guidance in light of the economic and geopolitical volatility and uncertainty, and provides illustrative examples from recent earnings announcements.

Leveraging data from a recent survey regarding the frequency and scope of geopolitics on the board agenda, EY’s report: “Three ways to transform board oversight of geostrategic risk” captures successful and leading practices boards employ to oversee geostrategic risk. See additional takeaways here.

A March 2025 survey of 165 public company general counsel and corporate directors conducted by Corporate Board Member and Diligent Institute revealed overall alignment on, but different rankings of, the five most impactful risks to the company.

Scenario planning and stakeholder engagement were among the helpful tips offered by directors and business leaders attending KPMG’s April 2025 Board Leadership Conference to manage the current US policy agenda, including (and perhaps most significantly) the tariff implications on the business. | This piece from Russell Reynolds provides sound guidance to boards and, indirectly, senior management, on how to navigate the current trade-related turbulence and uncertainty in a manner that is consistent with and guided by the company’s organizational purpose, mission, vision, and values.

Based on insights from directors, SMEs, research, and benchmarking data, EY’s “How boards support transactions in an unpredictable deal market” offers guidance to boards on how to effectively oversee strategic transactions through all of the stages of a transaction, as well as in the ordinary course in the absence of a specific transaction, with a view toward being prepared, appropriately opportunistic, and well-governed.

Wachtell Lipton’s “A Playbook for Unplanned CEO Transitions” is a great resource for identifying key components of a well-considered and well-vetted playbook that can be tailored and pulled off the virtual shelf if/when needed to support the effective management of an unexpected crisis involving the CEO.

In “Evolving Shareholder Engagement Landscape and Bespoke Compensation Design,” FW Cook offers sound advice to companies seeking to secure institutional investor support for company-specific compensation plans that may vary from the norm or expected norm in the context of an increasingly challenging and complex shareholder engagement environment.

“Bridge Over Troubled Waters: Five Ways Public Companies Can Prepare for Shareholder Activism in Times of Turbulence” from Kirkland & Ellis advises companies to be proactive in the face of an observable uptick in shareholder activism thus far in 2025. The post offers five concrete action items companies can consider to mitigate activism risks.

Georgeson’s Global Activism report includes numerous interesting statistics based on US – and North America-specific campaigns aimed at public companies initiated or concluded in 2024. See key takeaways here.