Responding to the COVID-19 Crisis

Responding to the COVID-19 Crisis

This resource center offers board-relevant guidance to help companies confront COVID-19 and mitigate its business impact. These practical resources are being frequently updated to reflect new developments. 

Oversight of Management's Crisis Response

COVID-19 Board Cybersecurity Checklist (NACD) Checklist for Assessing Management's Crisis Response (NACD) Cybersecurity After COVID-19 (Marsh) Succeeding Through M&A in Uncertain Economic Times (PwC) Implications of COVID-19 on Business (McKinsey & Company)

Preserve Board Effectiveness

Anti-Takeover Defenses in Times of Crisis (NACD) COVID-19 Implications for the Risk Committee (NACD) An Interview with Bob Pozen (NACD) Core Audit Committee Responsibilities in a Crisis (NACD) Hosting Effective Virtual Board Meetings (NACD) Building Board-Management Dynamics to Withstand a Crisis (NACD and McKinsey & Company) Blue Ribbon Commission Report on Board Oversight of Disruptive Risk (NACD) COVID-19 and the Board: How Boards Are Responding (Spencer Stuart) The Urgency of Succession Planning Following the Pandemic (Harvard Business Review) Standards of Review Applicable to Board Decisions in Delaware M&A Transactions (Gibson Dunn) Restructuring: Bringing a New Voice to the Boardroom (Heidrick & Struggles) Board Responses to COVID-19 (Spencer Stuart) Governance Considerations in the Midst of the Pandemic (Deloitte) Building a Company’s Post-Bankruptcy Board (Russell Reynolds) Director Oversight Duties in the Midst of the Pandemic (Harvard Law School Forum on Corporate Governance) The Board Chair's Role in a Crisis (MIT Sloan Management Review) Evaluating the Board’s Role During the Pandemic (Deloitte)

Ensure Effective Shareholder and Stakeholder Communications

SEC Filings as a Communication Platform (NACD) CEO Communications with Teams, Stakeholders, and Communities during COVID-19 (McKinsey & Company) A First Look at 'Crisis Pills' (Harvard Law School Forum on Corporate Governance) The Pandemic as a Litmus Test of Stakeholderism (Harvard Law School Forum on Corporate Governance) The Long-Term Investor Perspective Around COVID-19 (McKinsey & Company) Stakeholder Principals in the Era of Coronavirus (Harvard Law School Forum on Corporate Governance) Proxy Guidance on Corporate Governance Policies from ISS and Glass Lewis (Pearl Meyer) Institutional Investors Statement on COVID-19 (ICCR) Navigating COVID 19: Guidance from State Street (State Street Global Advisors) BlackRock Letter to Shareholders on the Pandemic (BlackRock) Poison Pill Prescription: Active Defense Considerations (Harvard Law School Forum on Corporate Governance)

Adjust Executive and Director Compensation Plans

Prepare Director Compensation for Times of Distress (NACD) COVID-19 Implications for the Compensation Committee (NACD) Think Carefully Before Rewarding Executives Who Cut Their Salaries (NACD) Four Operating Principles for Developing Resilient Executive Compensation Programs (NACD) Compensation and Human Capital Actions in Response to COVID-19 (Compensation Advisory Partners) Executive and Director Compensation Reductions: A Review of Russell 3000 Disclosures (Harvard Law School Forum on Corporate Governance) Managing Executive Pay and Incentives in Times of Crisis (Brink News) The Role of Non-Financial Metrics in Adjusting Annual Incentive Programs (Pay Governance) Tracking Changes in Director Compensation During the Pandemic (FW Cook) Setting the Compensation Committee’s Crisis Agenda (KPMG) Directors Stepping up in Times of Crisis (Pearl Meyer) Executive and Director Pay Cuts in Light of the Crisis (Meridian) Shifting Long-Term Performance Plans Through the Crisis (Harvard Law School Forum on Corporate Governance)

Relevant Government, Market, and Industry Updates

Board Implications of the CARES Act (NACD) Washington Review: Policy Responses to Coronavirus (NACD) COVID-19 Action Platform for Government and Business Leaders (World Economic Forum) Board Oversight in Light of COVID-19 and Recent Delaware Decisions (Sidley) Global Tax Development Updates (KPMG) SEC Guidance on COVID-19 (SEC) State and Local Policy Responses to COVID-19 (Faegre Drinker) Global Policy Responses (U.S. Chamber of Commerce) Federal Reserve Actions Updates IMF Policy Responses Key Business and Legal Updates (Sidley) CARES Act Legislation (Congress)

Adapt to a New Operating Reality and Plan for Recovery

What Directors Should Be Asking Now About Recovery (NACD) Governance of Distressed Companies (NACD) ESG Lessons from COVID-19 (NACD) COVID-19 Reopening Implications for the Strategic Asset General Counsel (NACD) Board Considerations for Reopening Business (NACD) Boards Must Redefine Enterprise Risk in a Post-COVID Environment (NACD) Boards Should Think Now About Supply Chain Resilience Post-COVID-19 (NACD) Effects of COVID-19 on the Global Risk Landscape (World Economic Forum) Coronavirus as a New Systemic Risk (International Corporate Governance Network) Physical Return and Work Reimagined Framework for Organizations Post-COVID-19 (EY) Directors and the Post-COVID-19 World (Harvard Law School Forum on Corporate Governance) Global Supply Chains Following the Pandemic (World Economic Forum) How Corporations can Successfully Return Following the Crisis (World Economic Forum) Resilience through the Recession (BDO) The Link Between ESG and Business Continuity (Sidley)

Oversee Financial Reporting and Monitor Performance

Audit Committee Tool to Assess Internal Control Effectiveness During COVID-19 (NACD) Key Audit Committee Considerations in Light of COVID-19 (NACD) Virtual Board Meetings: Effect on State Taxes (RSM) Capital Allocation Within the Time of COVID-19 (Harvard Law School Forum on Corporate Governance) Coronavirus Considerations on Non-GAAP Measures (Center for Audit Quality) Impact on 10-Q Disclosures in Light of COVID-19 (Center for Audit Quality) Financial Reporting Considerations Following Coronavirus (KPMG) Financial Reporting Updates Through COVID-19 (PwC) Accounting Considerations in Light of COVID-19 (BDO)

Virtual Learning and Programming

Truth be Told: A Conversation with Dr. Jennifer Kavanagh (NACD Future Fluency) Trust in a Changing World: A Conversation with Richard Edelman (NACD Future Fluency) Reevaluating Short- and Long-Term Incentive Plans During a Crisis (NACD Webinar) Leading from the Heart: A Conversation with Admiral James Stavridis (Part I) (NACD Future Fluency) Planning at Home and Abroad: A Conversation with Admiral James Stavridis (Part II) (NACD Future Fluency) Effective Shareholder Engagement During a World-Wide Pandemic (NACD Webinar) The Current State of Energy and Its Ripple Effect (NACD Webinar) Culture, Care, and Creativity: A Conversation with Dawn Zier (NACD Future Fluency) People and Culture in Times of Change: A Conversation with Johnny C. Taylor Jr. (NACD Future Fluency) From Shutters to Face Shields: A Conversation with Rick Skidmore (NACD Future Fluency) Changing Compensation Programs While Under Lockdown (NACD Webinar)