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Top Rank

Top Ranked Topics for Boards of Directors

According to Bradley Martorana of Snell & Wilmer, these are the trending issues ranked important by boards of directors in the public and private sectors as cited in their recent article.

    1. Cybersecurity. “National Association of Corporate Directors recently published a Director’s Handbook for Cybersecurity Risk Oversight, illustrating the continued attention that the topic has been receiving in boardroom.  In March, three U.S. Senators have introduced the Cybersecurity Disclosure Act of 2017, which would require public companies to disclose whether any corporate directors have expertise in cybersecurity and, if so, the nature and extent of that expertise.”

 

    1. Board Tenure, Diversity and Refreshment. “A number of boards and commentators have addressed their interest in balancing the retention of tenured directors – who may have deep knowledge of companies and industries – with fresh directors that may bring fresh perspectives and knowledge”

 

    1. Individual Accountability. There is uncertainty in regards to the Federal government’s enforcement of criminal actions against individual officers and directors under the so called “Yates Memo”.

 

    1. Conflict of Interests. “In a handful of cases, the courts have determined that directors that might otherwise appear to be independent are – or may be –interested directors even though they may not have formal relationships with companies outside of their directorships.  In making these determinations, courts have focused closely on the depth and nature of directors’ relationships with management outside of the corporations in question.”

 

  1. Executive Compensation. “High-profile incidents at Volkswagen (involving the manipulation of emissions reporting), Wells Fargo (opening bank accounts without customer authorization) and other companies has led to scrutiny of executive compensation, and, in the case of Wells Fargo, “clawbacks” of the CEO’s restricted stock grants.”