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This Sullivan & Cromwell governance alert purports to provide a non-exclusive list of hot topics for board and committee agendas in the next 12 months. The alert organizes topics by the board and each committee, although it acknowledges that where a topic is addressed will vary from company to company based on how responsibilities are allocated. For a sneak preview, here’s the list of just the topic headings (the alert explains each in more detail):

Board
– Addressing the Use of Artificial Intelligence
– Overseeing Management Succession Planning
– Monitoring the Company’s Compliance Culture
– Improving Committee Coordination
– Monitoring the Business Impact of Emerging Trends (e.g., rulemaking, enforcement, political polarization, M&A, case law developments, etc.)

Audit
– Reviewing Cyber Incident Response Plans and Disclosures
– Considering Proposed NOCLAR Amendments
– Determining Management’s Climate Preparedness

Compensation
– Monitoring Developments Regarding the FTC’s Non-Compete Ban
– Reviewing Potential Whistleblower Restrictions
– Reassessing Clawback Policies
– Reviewing Insider Trading Policies

Nominating & Governance
– Reviewing Nomination Requirements
– Verifying Director Qualifications
– Assessing Board Education Opportunities

What does the alert mean by improving committee coordination? Here’s more:

Although the right balance will vary by company and issue, potential options for enhancing committee coordination on relevant issues may include: (a) establishing practices/procedures that promote a minimum amount of discussion or reporting between applicable committees; (b) maintaining overlapping committee memberships; (c) periodically conducting joint committee meetings on topics of significance to multiple committees; and/or (d) having committee chairs provide updates to each other between meetings.

At the same time, in light of stockholders’ increased use of DGCL §220 books and records demands and Caremark lawsuits to challenge corporate oversight processes over the last few years, any relevant communications or decisions between or by committees should continue to be made in compliance with applicable board/committee procedures and kept to formal channels.

Lots of these hot topics are already on another agenda — the agenda for our 2024 Proxy Disclosure & Executive Compensation Conferences, which are coming right up on October 14-15. Join us in San Francisco (or online!) to prepare for these board-level conversations!

– Meredith Ervine