2023 Governance Outlook:<br>Projections on Emerging Board Matters

2023 Governance Outlook:
Projections on Emerging Board Matters

In brief: Each year, NACD provides directors and senior executives with a forward-looking view of business and governance risks that will require board focus over the coming year. The 2023 Governance Outlook: Projections on Emerging Board Matters includes an analysis of NACD's 2023 Trends & Priorities Survey as well as insights and projections from four of NACD's partners—Broadridge, Deloitte, FGS Global, and WTW, and an additional contribution. The following topics are covered this year: human capital oversight, ESG oversight, third-party risk oversight, SEC rulemaking, proxy season factors, and the D&O threat landscape.

Boards can use this resource to assist them in taking the following steps:

  • Improve board oversight of human capital through connection with the five elements of global stewardship: performance, protection, planet, people, and purpose.
  • Adapt board governance structures to provide effective oversight in a rapidly changing environmental and social landscape.
  • Increase the board's level of understanding and engagement on the scope of third-party risk and opportunity.
  • Understand implications of SEC rulemaking currently underway to the board and the company's business.
  • Understand the five factors that will weigh on the upcoming 2023 proxy season.
  • Consider ten issues in the current D&O threat landscape and their implication for the 2023 D&O insurance renewal.

Most relevant audiences: board chairs, CEOs, general counsel, lead independent directors, committee chairs, strategy committee members, nominating and governance committee members, audit committee members, compensation committee members, and risk committee members.

Selection Recommendations

  • NACD (Director Perspective: Top Priorities of 2023)

  • WTW (2023 Outlook: The Board’s Role as Stewards of Human Capital)

  • Deloitte & Touche LLP (Board Governance Structures and ESG: Avenues Boards May Consider for Managing Expanding Responsibilities)

  • Deloitte & Touche LLP (Third-Party Risk Oversight: Growing Engagement, Action Expected at the Board Level)

  • FGS Global & Strategic Governance Advisors (SEC Rulemaking Likely to Drive Significant Changes for Companies and Boards)

  • Broadridge Financial Solutions (Factors That Will Impact Proxy Season 2023: What Directors and Management Should Expect)

  •  Woodruff Sawyer (Directors and Officers Liability Threat and Insurance 2023 Outlook)