Board Governance in the Face of the Unexpected

Co-hosted with the NACD New England Chapter. Your event confirmation will come directly from NACD New England.

With continued pressures on earnings and revenue growth, and internal pressures to “get it done” in time, today’s boardroom is under pressure to oversee timely execution of transactional and strategic objectives while prioritizing a healthy and careful approach to risk management. In this context, and particularly since the pandemic, many boards have become accustomed to receiving a steady stream of updates between official board meetings through written communications from management and informal update calls. Yet significant surprises and emergencies still inevitably occur in society and at companies despite rigorous risk management programs. While business is about taking risk, boards do not want to be significantly surprised by unexpected events. Examples might be a product quality issue that impacts a major business line or an innovative new competitor in the marketplace that disrupts a company’s market position.

Many companies and boards have thorough ERM programs and undertake detailed risk reviews at least once per year with their audit committee and the full board. In the context of these efforts, how can boards do better in striving to expect the unexpected and to manage emergencies and exigencies when they arise?

Questions and topics may include:

• What more can a board and management do to try to predict the unpredictable?
• What are best practices for reacting to uncertainty and surprise events?
• How does a board know that it is getting the most important information? (Both as to internal company issues and as to broader events in the world)
• How can a board assess whether culture issues are impeding the effectiveness of otherwise sound risk management processes?
• How do you prepare for the unknown?
• How does a board know that it is getting the full story from management?
• What could be the next big disrupters?
• Does it really come down to judgment calls?
• How are these discussions different than the classic ERM review?
• Social issue: When does the board need to know?
• Lessons learned?
• Are Trust and Truth blurring? How does the board know what truth is?

Moderator

Partner, Foley & Lardner LLP

Steve Barth

For over 40 years, Steven R. Barth has provided practical advice and guidance on public and private offerings of equity and debt securities; public corporation securities laws and reporting compliance; and corporate governance…

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