Directors' Cut Library

Directors' Cut - Q4 2021 

03-06-2022 10:08 PM

This January 2022 issue sponsored by CSC features a select compilation of Society Alert content from October 1 - December 31, 2021 geared and edited with a view toward a director and C-suite audience.

AUDIT COMMITTEE 

    Audit Committee Disclosure [11/03/21] +

    EY's "Audit committee reporting to shareholders in 2021" reveals dramatic increases in voluntary disclosure since 2012 about the audit committee's practices and accountability based on an analysis of Fortune 100 proxy statements. || [11/16/21] - The CAQ/Audit Analytics: “2021 Audit Committee Transparency Barometer” (online here) reveals upticks in certain S&P 1500 audit committee proxy disclosure practices and associated examples of effective disclosure.

    Dashboard Reporting Examples for Audit Committees [12/15/21] +

    PwC released instructive samples and examples of summary reports and dashboards for audit committees that may be adapted to particular company circumstances: Internal Audit quarterly dashboards here and here; Internal Audit executive summaryquarterly significant accounting & reporting matters mapped to Form 10-QEthics & Compliance dashboardD&I metrics dashboard; and Culture dashboard.


      BOARD COMPOSITION, DIVERSITY & REFRESHMENT

      Director Succession/Board Refreshment [10/20/21] +

      Russell Reynolds' “Board Refreshment and Succession Planning in the New Normal” simplifies the complex topic of board refreshment with a 4-step corporate strategy-focused framework and insights about common missteps companies make that undermine the succession planning process.

      What is a Climate-Fluent Board? [10/20/21] +

      According to NACD BoardTalk’s “Curbing Climate Chaos Will Require Innovation, Leadership from Boards,” NACD Summit climate panelists agreed that companies should not look to appointing a climate expert to the board to achieve the increasingly important attribute of “climate fluency.” Rather, boards should be composed of directors who are eager to learn and willing to challenge management’s assumptions and approaches.

      Coalition Launches Annual Board Diversity Campaign [11/03/21] +

      Kicking off its annual “Adopt a Company” campaign, the Thirty Percent Coalition’s letter to several hundred public companies purportedly lacking board gender diversity asks companies to consider implementing enumerated leading board gender and race/ethnic diversity practices and to engage on the company’s position, practices, and progress.

      How to Create a Spin-Off Board [11/16/21] +

      For companies contemplating a spin-off or other separation, “Building a spin-off board: Are you ready?” from Heidrick & Struggles offers an excellent roadmap for creating a new board to govern the new entity, while being mindful of the changes that may be warranted or should be considered with respect to the composition of the parent board post spin-off.


        BOARD EVALUATION & EFFECTIVENESS

        Board Effectiveness: Director Insights [11/03/21] +

        In “Taking board governance from good to great: now is the time to act,” PwC’s Chair shares board best practices in the areas of corporate strategy, CEO performance, board composition, and ESG oversight, based on one-on-one discussions with Fortune 300 directors. The common sense, actionable insights are designed to assist directors in implementing practices that will improve board effectiveness.

        Board Evaluation Benchmarking [11/16/21] +

        HEY's annual review of Fortune 100 proxy statements (online here) revealed these board evaluation practices in 2021, and changes since its inaugural review in 2018. The report includes a list of questions for boards to facilitate their review of their current practices.

        Information-Sharing Among Board Committees [11/30/21] +

        In the context of expanding board oversight responsibilities that frequently prompt delegations of new responsibilities to existing standing committees, KPMG’s “Heavier committee work calls for coordination, communication” (p 11) suggests ways in which boards can proactively foster enhanced coordination and communication among committees, particularly as discrete aspects of broad oversight topics increasingly are addressed by multiple committees.

        Board Leadership Refresh [12/08/21] +

        The chair imperative: A new mandate for leading in a new world” from Heidrick & Struggles suggests that important board chair/board leadership attributes may not be keeping pace with boards’ rapidly evolving responsibilities and stakeholder expectations. To narrow the gap, the article advises boards to revisit their views of, and associated practices regarding, the chair’s role and responsibilities, associated desired attributes, and chair selection/succession processes.

        Seasoned Board Chairs Offer Success Tips [12/15/21] +

        Deloitte’s “Chair of the Future – United States” provides insights on the attributes and behaviors deemed important to lead boards that are well-positioned to tackle the evolving and expansive areas of expected responsibility going forward. The piece is replete with practical tips and alternative approaches from seasoned chairs across numerous board practices including board composition, director education, board meetings and materials, committee structure, CEO succession planning, stakeholder engagement, and the strategic planning process.

        Director Education: What's on Tap? [12/15/21] +

        The Society and certain other organizations have long maintained listings of reputable, established director/board education program offerings. See the latest program listings from the SocietyWoodruff Sawyer; and Gibson Dunn.


          BOARD / GOVERNANCE PRACTICES


          Board/Committee Practice: Benchmarking Resources

          Russell 3000/S&P 500 [10/07/21] +

          A collaborative effort among The Conference Board, Esgauge and others, "Corporate Board Practices in the Russell 3000 and S&P 500" (online here) benchmarks a plethora of board practices including board structure and composition; director elections, removal and refreshment; and other board policies.

          Corporate Directors Survey [10/20/21] +

          Among the takeaways revealed by PwC's annual Corporate Directors Survey of 851 public company directors are these relating to board diversity, peer perceptions, board evaluations, shareholder engagement, and other key topics.

          S&P 500 / S&P MidCap 400 [10/20 & 11/03/21] +

          Spencer Stuart's “S&P 500 Board Index" imparts robust benchmarking data for the S&P 500 on numerous aspects of board composition, organization, and process-related practices. See S&P 500 sector-specific data: Communication Services | Utilities | Real Estate | Technology | Consumer |  Financials | Healthcare | Industrials. || [11/16/21] Spencer Stuart's S&P MidCap 400 Index includes data on new director attributes, board composition, board leadership structures, board meeting frequency, board committee structure and organization, and director refreshment policies, as well as comparisons with the S&P 500.

          Top 100 Companies [11/10/21] +

          Shearman & Sterling's "Corporate Governance & Executive Compensation Survey" contains an abundance of benchmarking data for the 100 largest US public companies, as well as a focused review of, and practical guidance on, numerous hot topics including human capital management disclosure, cybersecurity disclosure and oversight, shareholder activism, board climate change oversight, and ESG pay metrics.

          Board M&A Practices [12/15/21] +

          Deloitte’s “Director survey: How the pandemic has set new M&A priorities” reveals noteworthy takeaways concerning the board’s M&A oversight activities and the changes in practice year-over-year. Generally, boards are much more focused on M&A strategy and activities in the earlier or pre-deal stages than subsequent activities and considerations, such as integration strategy and execution, measuring deal success, and post-merger reviews.


          Board/Governance Practices: Other

          Director Overboarding Policies [11/03/21] [11/23/21] +

          These memos from Sidley and Hunton Andrews Kurth include tabular summaries of numerous institutional investor director overboarding policies. Depending on the company's stockholder base, these memos individually and collectively make for convenient quick reference sources on a perennially hot topic.

          Board Compliance Committees [11/10/21] +

          Sidley Austin’s “Should Highly Regulated Public Companies Have Board-Level Compliance Committees?” documents the dearth of board level compliance committees among companies generally, and companies in highly regulated industries specifically, and identifies potential upsides and downsides of creating a standalone committee for this purpose.

          Practical Guidance: Lock-Up Agreements [11/10/21] +

          Mayer Brown’s “Market Trends 2020/21: Lock-Up Agreements” discusses customary practices associated with lock-up agreements including duration, scope, exceptions and carve-outs, releases, and terminations.

          Bylaws Check-Up [11/16/21] +

          Particularly helpful for those companies that have not holistically reviewed their bylaws recently, Bryan Cave Leighton Paisner’s “Have you reviewed your bylaws lately?” suggests numerous potential bylaws enhancements companies may consider to ensure maximum protection and flexibility, as well as alignment with current practices and applicable laws.

          Outside Board Service for Executives/Employees [11/23/21] +

          Crossing the Board-er Line: Issues to Consider When an Executive is Invited to Join an Outside Public Company Board” from Kirkland & Ellis identifies a laundry list of sound considerations associated with evaluating outside board opportunities for company executives.

          CEO Successor Demographics Evolving [11/23/21] +

          Heidrick & Struggles’ “Route to the Top 2021” (online here) reveals a measurable shift in CEO candidate demographics that – among other things – reflects expectations of diverse leadership and a willingness to move beyond the more traditional, “safe,” selection attributes that characterized the CEO successor candidate pool during the tumultuous first year of COVID-19 (which we reported on here).

          Corporate Political Spending Practices & Disclosure [11/30/21] +

          According to the annual CPA/Zicklin “2021 Index of Corporate Political Disclosure and Accountability,” which benchmarks S&P 500 corporate political spending practices and disclosure: (i) nearly 60% of companies have some level of board political spending oversight; (ii) more than half have a board committee that reviews direct contributions/expenditures; and (iii) 46%  have a board committee that reviews payments to tax-exempt groups. Few companies charge a board committee with approval of their political expenditures.

          Public Company Resource Guide [12/08/21] +

          Perkins Coie’s "The Public Company Handbook: A Corporate Governance and Disclosure Guide for Directors and Executives” covers corporate governance best practices; shareholder engagement; Section 16 reporting and insider trading; proxy solicitation and annual shareholders’ meetings; exchange listing standards; anti-takeover defenses; follow-on offerings and shelf registrations; securities litigation; and much more.

          Society Members Speak! DE&I Practices Evolve [12/08/21] +

          Society public company members across company sizes and industries responding to the most recent Society/Deloitte Board Practices Quarterly survey: “Diversity, equity, inclusion: One year later” provided insights on how board and management DE&I practices have evolved over the past year since our September 2020 inaugural report.

          Board Agenda 2022 [12/22/21] +

          For the director and C-suite audience, Freshfield's “Board memo 2022 – Sustainability and Beyond” discusses key trending topics accompanied with practical guidance at an appropriately high level that will certainly impact the board agenda in 2022 and beyond, including antitrust, compensation disclosure, sustainability, cybersecurity, human capital management, and shareholder activism.


            COMPENSATION | COMPENSATION COMMITTEE


            Compensation | Compensation Committee: ESG

            ESG Incentive Pay Considerations [10/12/21] +

            Consistent with advice from other leading compensation consultants, Pearl Meyer’s “In the Headlong Rush to Put ESG Metrics into Incentive Plans, We May Need a Speed Bump” advises companies to proceed with caution before integrating ESG metrics into their incentive plans notwithstanding investor and other external pressures to do so. The post raises numerous practical considerations to inform boards’ decision-making.

            ESG Compensation Metrics: Consider This [11/16/21] +

            The Conference Board’s “ESG Metrics in Executive Compensation?” identifies a number of questions boards should ask before integrating ESG metrics into their executive compensation plans. Among other considerations, most corporate goals and objectives don’t (nor could they) directly correlate with a compensation plan metric, and many are indirectly motivated via integration into broader goals and objectives.

            E&S Pay Metric Trends [11/23/2] +

            ISS’s “A New Yardstick for Pay: Environmental & Social Factors” reveals recent and 5-year trend data on the use of environmental and social metrics in executive incentive plans of more than 4,000 US companies.

            ESG Pay Metric Considerations & Examples [12/22/21] +

            Semler Brossy’s “Three Questions Compensation Committees Should Ask About ESG” provides sound advice for compensation committees that are contemplating integration of ESG metrics into the company’s executive incentive plans, along with examples of companies that have taken the plunge.


            Compensation | Compensation Committee: Other

            Director Pay on the Rise [10/06/21] +

            Equilar reported on director pay for the 500 largest, listed companies, with the median retainer rising to $270,000, comprised of $100,000 in cash (at the median) and the balance in equity, with the highest median retainers in the Communication Services, Healthcare, and Technology industries. Equity tends toward restricted stock units or stock rather than stock options.

            Benchmarking Rule 10b5-1 Plans & Practices [11/03/21] +

            On the cusp of proposed changes by the SEC to Rule 10b5-1, this report: “Rule 10b5-1 Plan Practices 2021 Survey” from Morgan Stanley, the Society, and Wilson Sonsini, provides insights and benchmarking data on current Rule 10b5-1 plan usage, policies, and practices.

            Practical Guidance: Lock-Up Agreements [11/10/21] +

            Mayer Brown’s “Market Trends 2020/21: Lock-Up Agreements” discusses customary practices associated with lock-up agreements including duration, scope, exceptions and carve-outs, releases, and terminations.

            Annual Compensation-Related Review/Considerations [11/03/21] +

            n addition to outlining compensation-related practice and disclosure considerations for the 2022 proxy season, Winston & Strawn’s “2022 Proxy Season: A Look Ahead to Executive Compensation Issues and Considerations” reminds boards to review the compensation committee’s charter for potential updates to reflect changes in or additions to the committee’s remit.

            Private Companies: Director Compensation [11/03/21] +

            his release from Private Company Director, which supplements this prior survey, highlights results from a pulse survey of 339 private companies across sizes and industries. Aside from pay practices, the release shares insights on board priorities, and changes or planned changes to board composition, committee structure, operations and pay, in 2021.

            Clawback Policies: Large Companies [11/16/21] +

            Concurrent with the SEC’s pending rulemaking proposal on clawbacks, Shearman & Sterling summarized the state of play on clawback policies maintained by 95 of the 100 largest US public companies that disclose a policy.

            Benchmarking: Stock Ownership Guidelines & Retention Policies [12/22/21] +

            Willis Towers Watson’s report provides current S&P 100 benchmarking data on executive stock ownership guideline practices and retention policies, as well as trend data since 2015.

            Public Company Resource Guide [12/08/21] +

            Perkins Coie’s "The Public Company Handbook: A Corporate Governance and Disclosure Guide for Directors and Executives” covers corporate governance best practices; shareholder engagement; Section 16 reporting and insider trading; proxy solicitation and annual shareholders’ meetings; exchange listing standards; anti-takeover defenses; follow-on offerings and shelf registrations; securities litigation; and much more.


              INVESTOR DEVELOPMENTS & VIEW
              S

              Investor Developments & Views: Surveys / Benchmarking

              Investor Support for E&S Proposals Spikes [11/03/21] +

              Insightia’s annual proxy voting review offers an abundance of insightful data on institutional investor voting outcomes and trends – with an eye-opening report on the year-over-year change in support for environmental and social proposals and alignment with proxy advisor recommendations by BlackRock, Vanguard, and State Street, as well as an interview with the Society (page 25) on proxy season highlights, investor engagement focus, and recent SEC developments.

              Investors Want ESG, but Not Lower Returns [11/03/21] +

              Among the noteworthy insights from PwC’s “2021 global investor ESG survey” (online here): While 75% of respondents say companies should address ESG issues even if doing so reduces short-term profitability and nearly half are willing to divest from companies that aren’t taking sufficient action on ESG, just 34% are willing to accept a lower ROI in exchange for societal or environmental benefits, and 81% are either unwilling to accept any reduction on returns or would accept only a decline of 1% or less.

              Investors Prioritize Org Structure in Assessing ESG Accountability [11/10/21] +

              EY’s annual institutional investor survey: “Is your ESG data unlocking long-term value” revealed (among other things) the importance to investors of companies’ internal organizational structure in assessing the credibility of their ESG performance. Investors ranked key ESG personnel reporting lines higher in importance than, e.g., extensive and meaningful ESG performance metrics, direct board oversight, and ESG-linked pay.

              Most Investors Planning Portfolio Decarbonization [11/16/21] +

              According to State Street’s institutional investor survey, more than 60% of North American investors intend to set specific portfolio decarbonization targets within the next three years. The top three strategies among all respondents for decarbonizing their portfolios are engagement and stewardship; more robust climate criteria for external asset managers; and supplementing existing portfolios with climate-themed managers. Divestment is not preferred.

              Investors Support Political Spending Disclosure [12/22/21] +

              The Center for Political Accountability reported a significant increase in support by the largest institutional investors for its model corporate political disclosure proposal over the past two years from just under 67% support in 2019 to 83.5% support in 2021 (for the proxy year ended June 30, 2021).


              Investor-Specific Developments & Views

              Investor Stewardship Reports/Policies [11/03/21] [12/15/21] +

              BlackRock: Q3 2021 Global Quarterly Investment Stewardship ReportInvestment Stewardship Global Principles & SummaryUS Proxy Voting Guidelines  || [11/16/21] Vanguard: Global investment stewardship principles

              NYC Pensions Announce Net Zero Commitments [11/03/21] +

              The NYC pension funds announced their commitment to achieve net zero GHG emissions in their investment portfolios by 2040 via – among other things - analyzing the carbon footprint of investments for Scope 1, 2 and 3 emissions; evaluating portfolio climate risks; and prioritizing proxy voting, engagement, and policy advocacy that promote net zero emissions.

              State Street Speaks! [11/23/21] +

              PJT Camberview’s “Engaging with State Street Global Advisors” reveals a number of important insights for companies about State Street’s upcoming policy initiatives and positions. Among other takeaways: State Street is “agnostic” about including ESG metrics in compensation plans because it often finds that the metrics are not meaningful and believes evidence is lacking about their correlation with improved ESG performance.

              Goldman Sachs Ups the Ante on Board Diversity [12/08/21] +

              Goldman Sachs Asset Management announced a more expansive board diversity policy that will call for at least one diverse director from an underrepresented ethnic minority group on all S&P 500 and FTSE 100 boards and, subject to specific exceptions (e.g., smaller boards),  at least two women directors on all public company boards globally, from and after March 2022. Failure to meet the new diversity expectations will prompt a vote against the nominating committee. US boards without any women will garner a “no” vote against the entire board.

              Citi Signals Future Denial of Service to “Brown” Assets [12/15/21] +

              Citigroup’s CEO, who committed to net zero emissions by 2050 when she became CEO in March, said the bank will decline to serve certain clients if their practices are not aligned with the company’s achievement of that goal.

              Norges Bank Reports on Sustainability Risk-Based Divestments [12/22/21] +

              Norges Bank Investment Management announced that it declined to invest in nine companies and divested from 43 companies in 2021 based on its assessment of their sustainability risk. It has flagged an additional 65 companies with high sustainability risk that it will further assess for potential future divestment in accordance with its systematic assessment (i.e., pre-screening) process.

              Vanguard’s Expectations for Coal-Dependent Companies [12/22/21] +

              Vanguard’s expectations for companies with significant coal exposure” acknowledges the importance of coal in society; explains the climate change-related risks associated with companies whose business model relies on uninterrupted and/or unconstrained thermal coal production and use; and specifies its disclosure expectations for companies that fit that description. Notably, Vanguard understands that transitioning from coal to other “greener” sources is a resource-intensive process that takes time; as such, it is not supportive of shareholder proposals that seek a quick fix, which could have adverse social and economic impacts.

              Vanguard Speaks! Racial Equity Audits, Climate Disclosure, & More! [12/22/21] +

              Insightia’s interview with Vanguard investment stewardship in Proxy Monthly (page 8) provides valuable insights into the investor’s approach toward select trending shareholder proposals, the SEC’s forthcoming climate disclosure proposal, and more.


                RISK MANAGEMENT & OVERSIGHT

                Third-Party Risk Management & Oversight [10/06/21] +

                PwC’s “How your board can oversee third-party risk” identifies the primary areas of corporate risk associated with third-party relationships with vendors, suppliers, and others, and outlines the critical components (including board oversight) of basic and robust third-party risk management programs.

                Board Communications Best Practices [10/06/21] +

                Board Communications Cheat Sheet - What Every Director Should Know” from Baker Botts outlines recommended practices for board communications that should mitigate the risks associated with failure of board oversight litigation. The “cheat sheet” addresses delivery, maintenance, and destruction of board materials; proper documentation (i.e., minutes); use of company e-mail accounts for board activities; and avoidance of informal communications channels, which may result in damaging, discoverable information.

                Crisis Management & Oversight [11/03/21] +

                Wachtell Lipton’s “Crisis Management and the Board of Directors” outlines the board’s role and in crisis management and key components of crisis preparation, response, and recovery.

                Corporate Engagement on Social Issues [11/10/21] +

                Lobbying for Good” from the Public Affairs Council includes case studies that illustrate how well-established companies determine whether and how to engage on social issues. The examples show how varying approaches to managing involvement in these types of issues that are tailored to the company’s culture and organizational structure can be equally effective. Its “Strategic Guide to Social Issue Engagement” suggests a sound, logical social engagement framework.

                Legacy Liabilities Clouding Company Prospects? Consider This [11/16/21] +

                These Law360 articles: “Leaving The Tort System Behind Via Corporate Risk Transfer” and “Cos. Can Sell Future Asbestos Liabilities to Avoid Bankruptcy” discuss a capital markets solution to legacy product and environmental liabilities that may include, for example, asbestos and mass tort litigation or accumulated legacy liabilities associated with the historical operations of a subsidiary, or “inherited” via a former M&A transaction.


                  SHAREHOLDER ENGAGEMENT & ACTIVISM

                  Activism Preparedness [10/12/21] +

                  Wachtell Lipton's "Dealing with Activist Hedge Funds and Other Activist Investors" offers a sobering but realistic checklist of action items and processes companies should consider to mitigate the potential for - or respond to - a hedge fund activist attack.

                  ESG Activism: Be Prepared! [11/16/21] +

                  In this article: “Material issues: ESG in the age of activism” (Financier Worldwide),” Society member, Policy & Research Director at The Chartered Governance Institute UK & Ireland, Peter Swabey, and other experts speak to ESG activism trends and, more specifically, basic steps companies should take now to be prepared for and respond to an activist encounter.

                  CEO and Board Leadership Letters: Benchmarking & Examples [11/30/21] +

                  Argyle's report: "A Benchmark of Letters from Leadership across Proxy Statements, Annual Reports, and Sustainability Reports" benchmarks letters from leadership (CEOs, board chairs, lead independent directors, and key committee chairs) in recent proxy statements, annual reports, and sustainability reports based on a sampling of Dow 30 and Fortune 50 companies. The Overview captures the most common practices among companies both with and without combined CEO/chair leadership structures.

                  Shareholder Activism Trends [12/22/21] +

                  Sullivan & Cromwell's annual review and analysis of shareholder activism includes numerous statistics and helpful analysis and commentary that increase awareness and can facilitate enhanced preparedness for an activist scenario at any company. The report includes an instructive analysis of key terms of publicly filed settlement agreements in 2021 compared to prior years.


                    SUSTAINABILITY/ESG


                    Sustainability/ESG: Climate

                    Climate Strategy: On the Board’s Agenda [11/10/21] +

                    Aimed at nonexecutive directors, Chapter Zero’s “Principles and frameworks for climate change strategy and action” uses company case studies to help boards formalize regular discussions of climate change issues, define their climate change strategy, and implement actionable practices. The guidance includes links to the alphabet soup of organizations and initiatives focused on climate change risk mitigation and transition.

                    OCC Outlines Climate Questions for Bank Boards [11/10/21] +

                    The Acting Comptroller of the Currency articulated five climate change-related questions he indicated large bank boards should be asking their senior management to facilitate and enhance climate risk management practices at their institutions.

                    Carbon Offsetting 101 [11/23/21] +

                    Carbon offsetting explained” from Chapter Zero provides a tutorial on the what, why, how, when, and potential risks of carbon offsetting, along with a summary and examples of standards and platforms companies may consider and a mini-glossary of relevant terms.

                    GHG Emissions: Accounting & Reporting [11/30/21] +

                    ISS’s post: “Boundaries Matter – Relationship Advice for the Oil & Gas Industry” explains at a big picture level the various approaches to GHG emissions accounting for companies under the Greenhouse Gas Protocol (GGP), which is the most widely followed and accepted GHG accounting standard. The approaches are discussed in detail in the GHG Protocol’s “A Corporate Accounting and Reporting Standard,” which provides guidance to companies on quantifying and reporting their GHG emissions.

                    Emissions Goal-Setting Agenda Starts Here [12/08/21] +

                    For those companies that are in the beginning stages of exploring or embarking on an emissions reduction journey, “From obligations to opportunities: Achieving the “E” in your ESG initiatives” from Eversheds Sutherland is an excellent primer on how and where to start, different levels of emissions goals or commitments companies may consider, and various approaches to attain the climate goals or commitments, once established.


                    Sustainability/ESG: General/Other

                    ESG Governance [10/06/21] +

                    "ESG Governance: Board and Management Roles & Responsibilities" from the Society and Thompson Hine discusses various approaches to board oversight of ESG issues and management implementation of ESG strategy, accompanied by relevant examples and abundant benchmarking information.

                    Board ESG Oversight Structure Considerations [10/06/21] [11/23/21] +

                    Finding ESG a Home: How to Choose a Board Committee to Oversee Environmental, Social, and Governance Matters” from Clermont Partners suggests pros and cons associated with allocating ESG oversight to one of the board’s three key committees, a standalone sustainability committee, or the full board. Its post: “The Goldilocks Effect: Which Board Committee Is “Just Right” for ESG Ownership at Your Firm?” recommends companies determine and evolve their board ESG oversight structure based on their ESG maturity level.

                    Board ESG Oversight Guidance [12/15/21] +

                    PwC's "ESG oversight: The corporate director’s guide" addresses the ‘what’, ‘why’ and ‘how’ of ESG oversight, including ESG terminology; ESG reporting; investor, regulator, and other stakeholder interests; ratings/rating agencies; widely consulted disclosure frameworks and standards; disclosure vehicles; and board oversight considerations.

                    SASB: Directors’ Guide [12/15/21] +

                    The Value Reporting Foundation’s “Directors' Guide to the SASB Standards” provides directors with a brief, high-level overview of what SASB believes to be the most relevant ESG issues on an industry-specific basis. Structured by topic in the form of questions, the resource is aimed at educating directors and facilitating their engagement with management on these issues.

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