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January 27, 2023

With ESG here to stay, the key is ensuring that good governance practices are i

January 26, 2023

Unfortunately, boards sometimes screw up.

January 26, 2023

The board should understand the company’s broader ESG goals to ensure the right

January 25, 2023

In an unstable risk environment, directors must help their companies manage for

January 24, 2023

To guide companies toward their ESG goals, audit committee members should under

January 23, 2023

To withstand investor scrutiny, directors must understand industry compensation

January 20, 2023

Public boards may find it more difficult to afford favorable treatment to termi

January 18, 2023

Scenario analysis is crucial to the board’s ability to stay on top of major ris

The G in ESG

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With ESG here to stay, the key is ensuring that good governance practices are instilled in related board discussions and strategies.

It Is Essential for Directors to Learn from Their (and Other’s) Mistakes

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Unfortunately, boards sometimes screw up. The important thing to learn from said screw-up and ensure it doesn’t happen again.

What Boards Should Ask Management About Compensation and ESG

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The board should understand the company’s broader ESG goals to ensure the right approach is taken in linking pay to ESG performance.

A Decade of Disruption Continues for Boards

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In an unstable risk environment, directors must help their companies manage for the long term and maintain organizational agility.

Many directors are glad to see 2022 in the rearview mirror. Expected to finally deliver a reprieve from the COVID-19 pandemic, the last 12 months offered far from it. Persistent inflation, central banks implementing contractionary tightening policies, energy shortages, escalating wages and employee attrition, evolving work environments, continued supply chain challenges, geopolitical tensions and war entered boardroom conversations. 

Finance, the Audit Committee and the Climate Disclosure Journey

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To guide companies toward their ESG goals, audit committee members should understand their company’s strategy for climate risk and sustainability.

A Proxy Season Survival Guide for Compensation Committees

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To withstand investor scrutiny, directors must understand industry compensation trends and how incentives relate to company strategy.

Directors involved in the creation of executive compensation plans face a double challenge in the 2023 proxy season as they navigate new regulations and growing investor scrutiny on pay. Executive Compensation 2022, a recent report from Insightia, a Diligent brand, sheds new light on how those two phenomena will affect public companies over the coming year.

An SEC Enforcement Action Could Change the Game for “Without Cause” Firings

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Public boards may find it more difficult to afford favorable treatment to terminated executives following the SEC’s action against McDonald’s.

Boards commonly agree to treat the departure of an executive as “without cause” even when “cause” for termination arguably (or even certainly) exists, thereby allowing the executive to receive severance payments and retain equity compensation and other benefits. 

Wrangle the Top "Gray Rhinos" of 2023

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Scenario analysis is crucial to the board’s ability to stay on top of major risk trends.

2023 Compensation Committee Priorities

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Preparing for a recession and ensuring that executives have appropriate equity incentives top the list for the new year.

As we reflect on 2022 and progress into 2023, we anticipate a high degree of economic uncertainty and believe the most critical activities for compensation committees will be related to navigating a challenging economic environment. With that in mind, we have identified what we think are the top priorities for committees in 2023.

ESG Metrics in Executive Incentive Plans

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In the U.S., the prevalence of ESG metrics is high but still lags behind Europe and the U.K.