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Perspectives

NACD’s 'Directorship' magazine articles

Recently published board-relevant perspectives

Deloitte leaders share insights on the challenging, emerging topics faced by today’s board members as published in NACD’s ‘Directorship’ magazine

Thinking about the unthinkable:
Crisis scenario planning and the board

January 2025

As boards contemplate the year ahead, they face a challenging risk environment. From technology to politics to climate change, there’s a seemingly constant emergence of new crises that are increasing in scope and complexity. For boards of directors, crisis scenario planning brings a sense of calm to the storm, anticipating and preparing them for potential crises that could impact operations, reputation, or financial condition, among other things.

 

Calculating the cost of CEO succession planning

June 2024

Succession planning is a frequent topic of boardroom conversation. But as the average CEO tenure has decreased and scrutiny of CEO pay has surged, the dialogue may take on a new level of urgency. Such discussions have many dimensions, including whether the next CEO should come from within or be recruited externally. We compiled information about 45 CEO transitions at S&P 500 companies from January 2022 to January 2024. The data reflect compensation details (base salary, target annual bonus, and the grant date fair value of “regular” annual equity awards) for both internal and external CEO hires. While the decision to promote from within or leverage external talent is specific to each company, our findings could be a starting point for boardroom conversations on succession strategy.

 

Current trends in governance

June 2024

While no one can know the future, there will always be risks that loom just beyond the horizon. With respect to governance, there are sundry forces that could be possible challenges—economic uncertainty, regulatory change, rapid technology advancement, geopolitical tensions, and political instability, to name a few. To some extent, these factors are likely to touch every industry with equal measure. But in some cases, the nature of the challenge to an organization’s governance may vary across industries.


Artificial intelligence: An emerging oversight responsibility for audit committees?

January 2024

Businesses are rapidly expanding their use of generative AI, often in ways that can impact core business processes. This makes it critical for audit committees to understand the related challenges and opportunities and the governance and enterprise risks such technologies pose. This article from Deloitte published in the National Association of Corporate Directors’ 2024 Governance Outlook Report lays out potential use cases and offers questions for audit committees to consider in tackling AI oversight.

 

Boards and transformation initiatives: Strategy is just the beginning

Fall 2023

Company transformation initiatives take many forms and can include a variety of efforts related to mergers and acquisitions (M&A), restructuring, divestitures, and workforce redesigns. While these project categories have differing goals and time spans, they can affect large swaths of a company’s operations and result in organization-wide change. Regardless of form, the board plays a critical role throughout the life cycle of any transformation initiative, from setting strategy, to monitoring execution, and finally to evaluating results.

 

Board Governance Structures and ESG

Winter 2023

Companies are facing increasing pressure to manage a growing range of risks as a result of rapidly evolving environmental, social, and governance (ESG) issues. Climate-related factors have gained a great deal of attention among ESG matters, but the scope of ESG is much broader, including social aspects of a company’s relationships with its stakeholders and a growing demand for effective governance and transparency. How might boards adapt their governance structures to provide effective oversight in such a rapidly changing environmental and social landscape? What kinds of changes might boards make in the coming year?

 

Third-Party Risk Oversight

Winter 2023

As boards become more engaged with understanding their dependencies on vendors and other third parties, what measures can they take to oversee third-party risk with greater confidence and efficacy? Several possibilities are on the horizon—both actions companies are likely to take with increasing frequency and actions boards can task management with considering (if they are not already on management’s radar).

 

Archived Editions

In Board Interviews, Prepare and Steer Focus to Leadership Capabilities

Fall 2022

Board candidates understand the importance of preparing for interviews. As corporate boards strive to expand boardroom diversity with a greater variety of experiences and attributes, candidates may need to spend additional time understanding the company, considering how they can add value, and evaluating whether the opportunity is a good fit.

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Could Unconscious Bias Impact Board Searches?

Fall 2022

When boards proactively commit to mitigating the potential for bias in the recruitment process, they may be more likely to build boards that are equipped with the broad range of skills and characteristics that are critical for leading companies in today’s environment.

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The Board’s Role in Shaping Climate Strategy

Fall 2022

Climate change initiatives require broad cooperation and collaboration across the public, private, and financial sectors. Corporate boards can play a crucial role in facilitating this collaboration, beginning by taking steps to share knowledge and elevate their climate literacy in order to strengthen directors’ ability to engage on climate imperatives.

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Promote Trust in AI to Enhance Long-Term Value

Summer 2022

AI can help deliver exponential benefits to companies that can effectively leverage its power. However, as with other emerging technologies, there is a great deal for boards and senior leaders to understand about the nuanced risks and other potential implications of AI. Directors should challenge their management teams to explain how they are mitigating risk as they integrate AI into products and operations.

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The Next Normal in Technology: A Cause for Optimism

Spring 2022

Deloitte’s Tech Trends 2022 relates stories of pioneering enterprises that are automating, abstracting, and outsourcing business processes to increasingly powerful tools. Boards can consider how their companies are affected by trends identified in the report, with a focus on how they may influence oversight of strategy, performance, talent, and risk.

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The role of the board in overseeing ESG

December 2021

In corporate boardrooms, few topics seem to be generating more conversation than environmental, social, and governance (ESG) matters. The Center for Audit Quality (CAQ) observed that 95 percent of companies published some type of ESG disclosure in 2020. According to Board Practices Quarterly, diversity, equity, and inclusion; human capital management; and environmental and sustainability matters ranked among the top four board priorities this year.

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How purpose is changing the board M&A oversight role

December 2021

While the past two years have been defined and dominated by the global spread of COVID-19, the world has also witnessed a renewed reckoning with racial, economic, and environmental issues. Progress in the economy and success in business has taken place against a backdrop of protests in the streets, splintered politics, and an ever-more-worrying climate outlook.

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How can we expand our health equity footprint

November/December 2021

In virtually every industry, environmental, social, and governance risks are demanding attention from board members. The threat of climate change, for example, has prompted many industries to develop environmental strategies to reduce their carbon footprints. Along these lines, a growing number of organizations, and their boards, are beginning to discuss ways to define and expand their health equity footprints. But what exactly does “health equity” mean, and why is it vital for companies to assess their own impact?

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Technology without ethics is a wild beast

July/August 2021

When people hear the word “technology,” they might think of many things—their smartphones, the social media platforms they frequent, or their ability to work remotely, to name a few. What they might not think of are the ethical implications of technology. The same may be true for many corporations and their boards. Indeed, in a survey of directors conducted during a recent Deloitte event, more than 40 percent of the respondents reported that the boards on which they serve had never specifically discussed these implications.

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Avoid the Either/Or With Purpose-Driven Strategy

May/June 2021

The Business Roundtable’s 2019 Statement on the Purpose of a Corporation was redefined to focus on all stakeholders: customers, employees, suppliers, the community, and shareholders. Since 2019, questions about stakeholder versus shareholder value have arisen, but evidence suggests that there need not be a choice between the two; the core strategy can integrate purpose to drive and sustain long-term value, serving shareholders and stakeholders alike.

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Strengthening board M&A oversight in an uncertain time

December 2020

Among the matters that have the greatest relevance to the long-term success of a company is its strategy for mergers and acquisitions (M&A). Executive leadership must have the right skills to develop the strategy, pursue the deals, and execute when the time comes. Boards must fulfill their role in overseeing and guiding management’s M&A pursuits—ensuring that management stays aligned with the strategy, conducts effective diligence, and actively guides value-creation efforts through completion.

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Rethinking the future of privacy

December 2020

Prior to the effective date of the European Union’s General Data Protection Regulation (GDPR)1, privacy was largely viewed as a “compliance” exercise, with the ramifications for a lack of “compliance” rarely, if ever, necessitating board-level attention. But when the GDPR became effective, the role of the board in consumer privacy changed significantly, whether you were a European Union-based company or not. In what seemed like the blink of an eye, the impacts of noncompliance suddenly mattered and could not be ignored. The privacy world hasn’t been the same since, and it may never be the same again.

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Respond, recover, and thrive beyond COVID-19

July/August 2020

The COVID-19 pandemic may be one of the most consequential events in our lives, and additional social unrest has only brought more complexity and urgency for leaders. Just as many members of the “greatest generation” felt the impact of the Great Depression and the Second World War long after, those living through these turbulent times will feel the aftereffects for many years, if not decades, to come. The same can be said for businesses around the globe. All industries—even those that remain successful through these unprecedented events—will be dealing with the repercussions for the foreseeable future. While it is impossible to know what COVID-19 and recent social unrest will leave in their wake, companies, with the oversight of their boards, must take action to move beyond merely responding to these events and toward recovering and eventually thriving.

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Keeping culture top of mind in the boardroom

May/June 2020

COVID-19 and the challenges of managing a displaced workforce are highlighting the importance of board oversight of corporate culture. Despite the competing demands for directors’ attention, the importance of governing culture has not diminished. If anything, it is more important than ever. A strong corporate culture provides the foundation for business resiliency, allowing a company to better respond to disruption and support its employees in a time of uncertainty. It also provides a framework for protecting critical assets, including reputation, intellectual property, and talent, so that the organization can rebound more quickly.

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Harness the power of ESG transparency

January/February 2020

Sustainability is going mainstream. The number of S&P 500 companies publishing some form of sustainability disclosure increased from 20 percent in 2011 to 86 percent in 2018, according to data from the Governance & Accountability Institute. Furthermore, the Investor Responsibility Research Center Institute found that 40 percent of the S&P 500 now voluntarily address some aspect of sustainability in financial filings. Companies are also recognizing that simply providing data may not go far enough for investors; accordingly, 36 percent of S&P 500 companies now obtain assurance on select environmental, social, and governance (ESG) information in their sustainability reports, and three percent obtain assurance on sustainability reports as a whole.

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The tech-savvy necessity: Preparing the board to go beyond the digital frontier

January/February 2020

Technology governance and oversight in the boardroom, in recent years, has largely reinforced the necessity to defensively protect and preserve an organization and its assets. Increasingly, boards are shifting the tech focus to understand how technology can also be leveraged offensively to create and enable new opportunities, business models, and revenue sources. As a result, many board members are seeking to understand the business impact of emerging technology trends to better exercise oversight without stepping into management’s role—in other words, keeping their fingers in and noses out.

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Governing through regulatory change: A focus on financial reporting, accounting, auditing, and related governance matters

December 2019

Effective boards remain informed of regulatory priorities (whether directly or with the assistance of their committees) that impact financial reporting, accounting, auditing, and associated governance matters. Keeping these regulatory priorities top of mind is helpful to directors as they engage with management to understand how their companies are monitoring and adjusting to regulatory changes. The US Securities and Exchange Commission (SEC), the Public Company Accounting Oversight Board (PCAOB), and the Financial Accounting Standards Board (FASB) have put forward agendas that they are aiming to take action on in 2020.

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M&A: Five key items on the board’s agenda

November/December 2019

Merger and acquisition (M&A) activity continues to be a key component of strategy for companies addressing a variety of opportunities and challenges. Corporate boards play a critical role, overseeing management’s efforts to drive shareholder value for every M&A deal. Which raises the question: Can boards be doing more?

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Social media and its importance to the board

January/February 2019

Directors should keep current on how their companies are using social media platforms and artificial intelligence to engage with customers, employees, and other stakeholders, and to fully understand what processes are in place to mitigate and respond to risks.

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Mergers and acquisitions: What should boards expect in 2019 (2019 Projections on Emerging Board Matters)

November/December 2018

Based on findings from the Deloitte 2019 M&A trends report, this article features four strategies that boards may consider to prepare for future mergers and acquisitions transactions: increase deal review rigor, develop multiple deal scenarios, improve technology proficiency, and apply cross-border deal experience.

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Blowing up best practices

November/December 2018

Can companies be innovative if they are relying on the business practices that work for other companies? That’s the question posed in Detonate: Why—And How—Corporations Must Blow Up Best Practices by Geoff Tuff and Steven Goldbach (Wiley 2018). Geoff Tuff addresses key concepts and practical approaches outlined in the book.

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In times of change, enlist a motley crew

September/October 2018

Successful leaders recognize the power that diversity of perspective offers. When people with different ways of thinking and working come together, there’s great potential for more creative problem solving, sounder decision making, and stronger performance—all enviable outcomes.

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Safeguarding the crown jewels: The board’s role

July/August 2018

The effectiveness of cyber risk governance is dependent on the board’s ability to determine whether management is effectively executing its duties and responsibilities for managing cyber risk. Boards that do this well direct questions to management about the crown jewels and require strategic reporting that enables objective measurement of key cyber risks over time.

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