In the wake of the global pandemic and corporate workforces being distributed in remote locations, cyber attacks and ransomware risks have multiplied, highlighting new vulnerabilities for boards and corporations to address. In addition, the Securities and Exchange Commission issued final rules last July that require issuers to disclose material cybersecurity incidents four business days after the company determines the incident is material, and to disclose annually information regarding cybersecurity risk management, strategy, and governance. This session will not transform you into a cybersecurity expert, but it will help you to become a more knowledgeable corporate director, better informed about state-of-the-art approaches that corporations can deploy to reduce the risk of damage from a significant cyber attack and respond appropriately to ransomware threats. It will also highlight the techniques that boards and corporations can deploy to better identify an incident and help minimize the damage once an attack has been discovered. The session will review steps that boards can implement to help ensure that management is responding to these threats in an appropriate and timely manner. The panelists will share practical lessons and risk mitigation techniques regarding prominent recent cyber breaches, discuss the value of cyber insurance, explore the challenges of assessing the materiality of a cyber incident and meeting disclosure obligations in a timely manner, and consider when and how companies might cooperate with law enforcement, government agencies, or other firms in the industry.
Climate change, which will have far reaching impacts on the supply chain and where people live and work, has made its way to the top of business agendas. The Biden Administration rejoined the Paris Agreement and set a target for the U.S. to reach net zero greenhouse gas emissions by 2050. New rules adopted by the Securities and Exchange Commission, California, and the European Union will require public companies to periodically disclose extensive climate change-related information, and the reporting landscape is likely to become even more complex. Policy makers, investors, regulators, and others want greater transparency about how companies and boards are addressing and overseeing climate risks and plans for a sustainable future. Additionally, the Inflation Reduction Act, the implementation of new carbon removal technologies, and the evolution of deal structures for procurement of renewable energy provide companies new transactional opportunities to address climate-related risks and decarbonization strategies. What does the board need to understand about these evolving structures and how they can help achieve climate-related targets or goals? This session will provide practical tips for integrating climate change and sustainability into various elements of corporate strategy, explore ways to navigate the different mandatory reporting frameworks, and share insights into how boards should be approaching their oversight role as it relates to climate risks and opportunities.
As corporations face more complex and interconnected risks in today’s global economy, the responsibilities and workload of the audit committee has continued to expand and become ever more complicated. On top of that general trend, there are significant potential changes to auditing standards, financial reporting, and disclosure rules that audit committee members need to have on their radar screens. The Public Company Accounting Oversight Board (PCAOB) has been critical of audit quality and recently levied the largest penalty in its history. Meanwhile, the Financial Accounting Standards Board (FASB) has issued proposals to disaggregate the income statement and to mandate tax transparency. And the Securities and Exchange Commission (SEC) adopted rules requiring enhanced disclosures for climate and cybersecurity risk and oversight. Moreover, the SEC may soon propose additional human capital disclosures, heeding calls to provide more information to investors about what has become the most valuable asset at many companies with the rise of the “human capital firm.” This session will discuss best practices for how audit committee members can keep up with these expanded responsibilities and calls for increased transparency and prepare for changes to accounting, reporting, and disclosure obligations that will fall under the audit committee’s oversight.
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.
