August 11, 2025
The NYSE on Board Structure and Composition
Meredith recently highlighted on The Proxy Season Blog here on TheCorporateCounsel.net that the NYSE has released a guide titled The Public Company Series: Board Structure and Composition, which was developed in collaboration with J.P. Morgan. This guide is a must read for governance professionals because it provided expert guidance on the “evolving expectations” of boards and is intended to assist directors and officers as they seek to “navigate the intricacies of board design and effectiveness.” Key topics that are covered in the guide include:
– Building the Board – Global board governance trends, structural considerations, and the attributes of effective directors;
– Board Committees and Special Roles – Audit, compensation, and nominating committees, plus evolving leadership structures;
– Strategic Oversight and Governance in a Changing Environment – M&A, activism, and positioning for the future;
– Boardroom Risk, Compliance, and Crisis Management – Cybersecurity, D&O insurance, and proactive risk mitigation;
– Board Refreshment and Succession Planning – Modern strategies for recruitment, assessment, and long-term planning;
– Assessing and Developing the Board – Tools for board education, upskilling, and cultural alignment; and
– The Evolving Boardroom – Talent pipelines, disclosure practices, and future-focused shareholder engagement.
This guide is 372 pages long, so it really provides some definitive guidance on the topic of board composition and structure.
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– Dave Lynn
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