The board’s risk oversight responsibility has become more complex and subject to enhanced scrutiny from the courts in recent years. Institutional investors have identified risk oversight as a critical governance issue while pushing for more meaningful disclosures on the board’s risk oversight activities. Although the day-to-day risk management belongs with management, the board must engage proactively in monitoring key corporate risk factors and working with executives on a strategy to mitigate risks. How can directors work most effectively with management to understand the company’s risk appetite, the nature of material risks, their
Announcing commitments to diversity, equity, and inclusion (DEI) can be easy. A press release does it. Delivering on those commitments, particularly in the wake of the Supreme Court’s recent ruling on affirmative action, can be hard. This panel will address the myriad challenges that corporations face when trying to live up to DEI demands, including rising anti-DEI sentiments and litigation, uncertainty surrounding the legality of corporate DEI initiatives, unconscious bias, and resistance to change. The panel will explore strategies for diversifying the larger workforce and building an inclusive culture, including how to measure progress and hold management accountable. In addition, some institutional investors are asking companies to engage third parties to conduct racial justice audits to assess how systemic racism affects the company’s policies and business practices, including review of human capital management, the companies’ products and services, and its philanthropic and political contributions. The panelists will discuss these controversial issues and grapple with the best practices available to directors facing these challenges.
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.
While 2023 proved to be a challenging year for M&A activity globally, a modest rise in completed deals in the first quarter of 2024 hints at the possibility of a measured resurgence. Nonetheless, dealmakers continue to face a host of uncertainties, from global conflict, to a shaky economic recovery, to stubbornly high inflation. In this environment, every publicly traded corporation needs an M&A strategy. Is it a buyer or a seller? Is it prepared to respond to an adequately priced offer from a credible bidder? What’s the smartest way to deploy a poison pill, if at all, and how can the board intelligently try either to fend off an attack or negotiate for a higher price? Also, how can a board be sure that it’s getting the best legal and investment banking advice for the challenge that it’s facing? How can companies prepare to withstand increasing antitrust scrutiny of mergers and acquisitions, and how should they think about the Department of Justice’s new safe harbor policy for self-disclosed misconduct discovered during the M&A process? This session will convene leading experts to discuss best practices in board engagement with M&A strategy and implementation, from both the buy and sell side. The session will explore current at-market bidding practices, director fiduciary responsibilities in M&A transactions, implications of shareholder activism, the importance of Delaware’s reliance on independent committees and on majority of minority approval in M&A transactions, increased regulatory scrutiny, and how boards can build a record that will withstand inevitable litigation scrutiny.
