Plenary Session – Hot Topics for Boards in 2024

Serving as a director of a publicly traded corporation has never been more difficult. Politicians are forcing corporations to confront controversial social and political issues in a manner calculated to alienate key constituencies. “Diversity, equity, and inclusion” programs are under increasing scrutiny. “ESG” has become a dirty word. The SEC’s climate proposals are broadly criticized, and present difficult compliance challenges. Universal proxies give activists new tools that help them target individual directors on a highly personalized basis. The declines in average CEO and CFO tenure force boards to develop management talent on a more frequent basis and create multiple retention and compensation challenges. Federal enforcement authorities are dramatically increasing incentives for whistleblowers to report corporate wrongdoing. Boardroom incentives to self-report and to conduct internal investigations are rapidly evolving in response to this change in enforcement strategy. Delaware courts have expanded the definition of “mission critical” operations and are creating new officer and director liability for failure to monitor those operations. Meanwhile, concerns over artificial intelligence and cybersecurity often pervade board level discussions. The challenges facing modern boards are head-spinning. This panel, in a focused, rapid-fire fashion, will address a set of contentious boardroom issues with pragmatic suggestions designed to help directors manage today’s most difficult boardroom challenges.