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Among the welcome, noteworthy highlights from the recent Equilar/Nasdaq jointly-hosted Board Leadership Forum reported in this Boardroom Resources post is this one based on remarks from Morgan Stanley Investment Management's Executive Director of Corporate Governance, conveying the fact that boards don't need expert-directors - but do need an appropriate process - to effect their oversight responsibilities:

You don’t need to be an expert, but you must have a plan.

I don’t expect everyone to be an expert on emissions or climate change, but if you haven’t read your own CSR report, then that’s a red flag. What’s the board doing to stay on top of environmental issues?— Drew Hambly, Executive Director, Corporate Governance, Morgan Stanley Investment Management

Whether the topic is cyber risk or ESG, investors are less concerned with an individual director’s level of expertise than they are the board’s comprehensive plan for oversight. Every board may not require a cybersecurity or environmental expert in order to establish an effective oversight process, explained Drew Hambly (Executive Director, Corporate Governance, Morgan Stanley Investment Management). How does your board engage with management on these issues? What’s the process for monitoring threats? What’s the crisis response plan? When applicable, how does the board work with its external consultant to bolster oversight capabilities?

• Investors are looking for companies to demonstrate that the board is overseeing the corporate culture and the broader workforce as relates to risks and the company's long-term strategy.
• Absence of board diversity is being perceived by investors as an indicator of other (perhaps less immediately apparent) governance problems.
• Directors and executives should not bring their advisors to shareholder engagement meetings.
• Investors want more robust and more disclosure about board evaluation processes.