Once elected to a board based on their own accomplishments, expertise, experience, and leadership, directors must learn to work together as peers and as part of a team that operates largely by consensus. Like any small group, boards may confront issues such as groupthink, diffusion of responsibility, and pressure to maintain relationships. And directors must figure out how to navigate the balancing act of “noses in, fingers out” by staying engaged and informed without overstepping into management’s role. The best performing boards are able to overcome these dynamics and build cultures of trust, transparency, and collaboration that foster open debate and an ability to ask tough questions of management. Much of the work to cultivate a healthy board culture is done at the organizational level, but there are individual competencies and practices that directors can build and implement to improve the dynamics and performance of the board. What can directors do to build influence in the boardroom and develop a foundation of trust with fellow directors and with management? How do board members ask questions–in the right way, at the right time, and in the right tone–to draw out information, stimulate debate, and challenge assumptions without creating defensive responses? What are the most effective ways to mentor and empower new directors to accelerate their ability to add value in the boardroom? This session will provide practical advice on how individual directors can help to create a learning environment with inclusive practices that make the board work more effectively as a team to anticipate and mitigate risks and capture the valuable expertise and perspectives of all members.

This session will highlight the latest trends on key issues facing compensation committees, whose role continues to expand into issues of human capital management and diversity, equity, and inclusion (DEI). How should expanded committees approach their larger role in talent issues in a constructive way that does not encroach on management and the human resources function? What are the current practices on tying pay to performance and explaining the company’s compensation philosophy in the CD&A, especially in light of the required disclosures under the pay-versus-performance rules and increased scrutiny in a volatile economy? How has the focus of incentive pay shifted from traditional performance metrics to emphasize other key strategic initiatives, such as meeting DEI or other environmental, social, and governance (ESG) objectives? How should companies respond to the Federal Trade Commission’s announced ban on non-compete agreements in light of anticipated legal challenges? What are best practices for the committee’s process, including retention of outside compensation consultants? How should compensation committees approach clawback policies with the implementation of the SEC’s enhanced clawback rules? The panelists will provide tools and insights so that compensation committees can successfully navigate the tensions between recruiting and retaining executives, complying with regulations, and responding to proxy advisory firm recommendations, investor demands and public sentiment.

With declines in CEO mean and median tenure in S&P 500 companies over the past decade, boards are encountering the challenges of the CEO transitions more frequently. While many experienced directors and governance experts believe that hiring and firing the CEO is the board’s most important function, few companies seem to get the process of CEO succession planning and execution right. What are the reasons for this disconnect? How do boards know when the time is right to look for a new CEO? What can directors do to maintain control over this process while still leveraging the expertise and judgment of the outgoing CEO? This session will offer advice for boards on how to conduct an efficient and intelligent search in light of data suggesting that the labor market for outstanding CEO talent is significantly tighter and more competitive than most experts realize. The panel will also explore strategies for succession planning and execution, including practices for growing internal CEO succession candidates, the importance of focusing on the development of the full executive team, the merits of giving preference to internal candidates over outside hires, and the ongoing efforts needed to help ensure the success of the newly placed CEO.

The question confronting today’s modern business is not whether to use artificial intelligence (AI), but where and how to use it effectively. AI has the capacity to disrupt a broad range of industries, revolutionize business functions, and provide a competitive advantage to early adopters. While not every company will end up incorporating AI into consumer products and services, it is increasingly evident that AI and data science will play a critical role in powering the future of operations across all industries. To remain ahead of the curve, boards must understand how AI systems work and the potential risks surrounding their implementation. This session will explore the legal, operational, and reputational risks associated with designing and deploying AI, and consider how those risks impact real-world decision-making. Panelists will address input and output risks, including the potential pitfalls of AI algorithms, the possibility of bias, errors and hallucinations, as well as intellectual property, trade secret, privacy, data protection, security, workforce and societal concerns associated with an organization’s development and deployment of AI systems. Finally, this session will address recent litigation trends and legal challenges arising from the rapid development of this emerging technology. Please note that this discussion is intended as an overview of potential risks in the implementation of AI, and a separate session will address the governance framework and the board’s approach to mitigating the risks of AI as part of its oversight function.