NACD in the News

• Blog: Proxy season takeaways from PJT CamberView

  Overboarding policies reflect the concern that directors who sit on too many boards will not be able to devote adequate time to their duties to the company. This year, the authors indicate, more rigorous overboarding policies from large asset managers, such as BlackRock and Vanguard, led to “significant opposition to directors of Russell 3000 companies,” the highest level since 2011. In particular, the focus was on public company executives sitting on more than two boards. In addition, the authors report, “a number of directors saw their support drop 25 or more percentage points on a year-over-year basis.”

• Weekly Trends Report - 7/31/2019 Insights

  Board of directors’ cyber-risk oversight practices – Melissa Krasnow of VLP Law Group summarized the results of two National Association of Corporate Directors surveys on cyber-risk oversight practices performed by boards of directors, the 2018-2019 Public Company Governance Survey and the 2018–2019 Private Company Governance Survey (membership required to download).

• The Many Dimensions of Effective CISO Leaders

  Organizations today must ensure their chief information security officer (CISO) has the leadership and business qualities necessary to drive effective management of cyber risks. In a world where the roles and responsibilities of this position are still evolving, pinning down the traits of effective cybersecurity leaders can prove challenging, yet the stakes are too high to ignore. Having an effective security leader can be the difference between surviving the next incident or going down with the ship.

• Addressing the unanswered organizational needs of today’s CISO

  The past twenty years in cybersecurity have been an incredible study in the hyper-growth and evolution of an industry. We can attribute much of the forced evolution to increasingly sophisticated threat actors, vendor expedience in getting to market, and the media for highlighting the security shortcomings of popular brands to protect client data. Had we not publicly shared the experience of threat evolution from DDoS to Ransomware and the public shaming of Target, one could argue that the cybersecurity industry would have followed a more traditional course of evolution.

• INSIGHT: Cyber-Risk Oversight Practices of Public and Private Company Boards of Directors

  Which cyber-risk oversight practices have public and private company boards of directors been performing? The National Association of Corporate Directors 2018-2019 Public Company Governance Survey and 2018–2019 Private Company Governance Survey shed light on this topic, setting forth 16 cyber-risk oversight practices performed by boards of directors over the past year.

• Gender Diversity in the Boardroom

  “Board diversity and expanding the pool” are among the top issues that companies are being called upon to prioritize, according to a recent memo from the law firm Wachtell, Lipton, Rosen & Katz titled “Board Development and Director Succession Planning in the Age of Shareholder Activism, Engagement and Stewardship.”

• 4 signs the CISO-board relationship is broken (and 3 ways to fix it)

  When veteran cybersecurity leader Christopher Hetner wanted to build up trust with his company’s board, he sought out his C-suite colleagues to first better understand their work and security needs.

• When the Heir Apparent Is the Wrong Choice for CEO

  Large companies devote plenty of attention and resources to succession planning, yet a PwC study finds that $112 billion in shareholder value is lost annually because companies pick the wrong people to lead them. In our CEO transition work across a wide range of industries, we found that in more than half of the 110 cases our firm assisted with during the last two years, the “obvious” choice was not the candidate most likely to succeed in the CEO role.

• How a hospital board can prep for crises

  Hospitals, like any organization, are prone to unannounced crises, whether they be cyberattacks, active shooter incidents, severe weather events or management scandals. Still, a recent report from the National Association of Corporate Directors found less than 20 percent of directors surveyed felt confident that management could handle unpredictable crises.

• When Is It Time For A Company Founder To Step Aside?

  Why should a successful founder of a company voluntarily move on? Leading a company that you founded and built into a thriving enterprise is a heady experience. You get lots of attention. You get to tell everyone what to do. You have the resources to try out your new ideas. And the perks are great. No wonder successful founders rarely step aside willingly—and that many stay on too long.