The latest installment of Glass Lewis’s 2026 Proxy Season Global Trends Report has some interesting findings about board oversight of cybersecurity and AI in the US & abroad. The report found that board oversight of cyber at large cap companies is almost universal, and that while defined board oversight of AI is ramping up quickly, it still lags cyber. This excerpt has the details:
– In both the UK and Continental Europe, clear attribution of cybersecurity oversight has become standard practice, disclosed by over nine in ten large cap companies.
– Board oversight of AI is less established but is catching up quickly, present at around seven in ten large cap companies in Europe – a significant increase from the previous year.
– More than half of Continental European large caps have an AI policy in place, up from around one in five in 2025. Over four in ten UK companies have done the same.
– In the U.S., board oversight of cybersecurity issues is similarly well established among Russell 1000 companies with AGMs through June 2026, disclosed by nearly nine in ten and largely consistent with 2025.
– AI policies remain less prevalent but appear to be rising, with approximately 21% of Russell 1000 companies with AGMs through June 2026 having an AI policy in place, an increase from around 15% in 2025.
In addition to addressing cyber and AI oversight activities, the report discusses shareholder voting trends in board elections, and trends in board gender and ethnic diversity.
– John Jenkins
The Harvard Governance Blog recently republished an article from EY’s Center for Board Matters identifying seven questions that boards should be asking following the 2026 proxy season. Three of those questions focus squarely on the board’s role in overseeing emerging technologies and the impact of those technologies on corporate disclosures:
Do we have the right structure to oversee technology? Technology committees are on the rise. Now 17% of S&P 500 boards have one, up from 15% in 2022 and 10% in 2018. That doesn’t mean standing up a technology committee is the right choice for every board. In fact, most companies have expanded the purview of existing committees — usually the audit committee — to oversee technology matters like AI and cybersecurity.
While nominating and governance committees weigh various factors selecting the committee structure and responsibilities that work best for their board, one reality cuts across all models: with AI transforming business, effectively overseeing technology’s impact on strategy and risk and communicating that oversight approach to stakeholders is a growing imperative.
How are we building and communicating our board’s AI acumen? One theme from our conversations with investors is that they want a clearer view into how boards are executing oversight of AI and technology more broadly. That includes how boards are gaining the skills and experiences needed to oversee AI strategy and risks. More companies are responding by highlighting the relevant experience of board members. This season, 37% of S&P 500 companies cited AI experience for at least one director, up from 11% in 2022. Overall, the percentage of S&P 500 directors with AI experience cited in the proxy has increased from 1% in 2022 to 5% in 2026.
But effective oversight depends on more than tech credentials, especially with how fast technology is changing. Board members should also consider how disclosures reflect the ongoing education, training and independent external perspectives they’re securing to build the full board’s AI acumen and keep pace with new developments.
Are our disclosures fit for AI-enabled stewardship? Investors are increasingly using AI tools to review disclosures, compare companies and inform voting decisions (though not to make voting decisions, yet). That means companies must adapt their disclosures with both human and machine readers in mind and prepare for a new depth of questions from investors in engagement.
Important information should not be buried in formats that AI tools struggle (for now) to interpret, and companies should recognize that investors can now analyze filings with a level of rigor at a scale that was previously impossible. As one investor told us: “there is no hiding in the footnotes anymore.”
AI is also enabling investors to scrape and assess vast amounts of unstructured data, from skills in job postings to employee reviews, and compare that external picture against company disclosures. As a result, it is more important than ever that companies understand the narrative AI may construct and make sure it aligns with the narrative they intend to tell.nbsp;
Other questions identified by the article relate to more traditional topics, such as changes in the company’s approach to shareholder proposals, identifying vulnerable directors, ensuring that the company’s engagement approach reflects current realities, and what proxy voting results don’t tell boards about investor views on executive pay.
The article says that this year’s relatively calm proxy season masked the extent to which ongoing regulatory, legal and technological changes are making it more difficult for boards and management to assess investor views and priorities, thus leaving them less prepared to deal with surprise vote outcomes and shareholder activism.
– John Jenkins
Yesterday, the SEC announced that it had entered into a Memorandum of Understanding with the FDA “designed to assist the agencies in carrying out their respective missions of ensuring the integrity of the financial markets and protecting public health.” Here’s an excerpt from the SEC’s press release:
The MOU establishes a framework for the agencies to enhance cooperation in their regulatory and enforcement responsibilities in order to improve market oversight and compliance. Among other things, the MOU includes information-sharing protocols to facilitate the exchange of information between the SEC and FDA that is relevant to both agencies’ important missions.
“FDA-related disclosures by public companies have a significant impact on our markets,” said SEC Chairman Paul S. Atkins. “The FDA is a valuable partner in our efforts to administer and enforce applicable disclosure requirements under the federal securities laws, and I look forward to further strengthening our partnership through the MOU.”
The MOU will remain in effect for three years and may be extended by the agencies.
– John Jenkins
