Board/C-Suite Hot Topics in Bite-Sized Pieces

By Randi Morrison posted 01-11-2018 07:53 AM

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Cleary's new "Selected Issues for Boards of Directors in 2018" provides just the right amount of information along with realistic, practical recommendations on a number of discrete hot topics including. e.g., board diversity & refreshment, corporate culture, ESG, shareholder activism, and cybersecurity, that can help bring the board and/or C-suite up to speed on current events, as well as focus the boardroom dialogue. Each topic is presented on a concise - but sufficiently comprehensive, stand-alone basis so that it can be digested on its own - either via the memo or online here - to suit your current areas of interest.

These recommendations in the "Environmental, Social and Governance Focus" write-up, which address the increasing institutional investor focus on ESG, are illustrative of the topic-specific recommendations:

—— Review ESG disclosure in SEC filings and outside of SEC filings to consider whether there are areas that could or should be aligned (e.g., what risks are being portrayed as “material” across communications);
—— Review how ESG information functions fit within the company’s control environment;
—— Develop a process for elevating ESG information and management to the board;
—— Ensure investor relations teams are soliciting feedback on ESG issues, pay attention to shifts in institutional investor behavior and know what issues are important to which investors in the company’s shareholder base;
—— Keep an eye out for shareholder proposals that are gaining shareholder support over time;
—— Prepare a strategy for responding to shareholder proposals, including a process for the board or relevant committee to assess the significance of underlying issues;
—— Monitor industry and peer company developments and plan for how to address criticisms or gaps in the company’s approach to ESG compared to others; and
—— Ensure ESG programs, initiatives or other evidence of commitment to ESG issues are showcased and emphasized for shareholders.

Access numerous additional resources on ESG here, on director duties more generally here, and on the wide range of other topics addressed on the relevant topical pages here.

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