I know, too soon! But here we are. Memos on annual reporting and proxy season are starting to roll in. One of your early questions might be: “Do I need to make any updates to D&O questionnaires?” The answer is: not necessarily. But here are some things you may want to think through:

– Do the independence questions capture close personal friendships and other social ties with management as potentially material relationships for the board’s consideration? As this Mayer Brown alert notes, companies are taking another look at this question after an SEC enforcement action, although you may have already considered this last year.

– Do you need to update questionnaires to address EDGAR Next Form ID requirements for new directors and officers? If you haven’t already added, the alert says you should be including “whether the applicant, any account administrator, or the Form ID signer has been convicted of, or civilly or administratively enjoined, barred, suspended, or banned in connection with federal or state securities violations (noting that this requirement is not subject to a 10-year lookback).”

– Should your questionnaires collect information about skills in cybersecurity and AI? The alert says you may want to supplement your expertise questions to address the board’s fluency in “digital transformation, cyber risk, and AI governance.”

– Is your board diversity question part of a stock exchange section? If so, you may choose to move it to a general section and conform the demographic self-identification categories to the federal EEO-1 form (as Goodwin did in its form D&O Questionnaires).

With few changes, maybe this is the year to invest some time in improving the understandability and usability of your questionnaires.

– Meredith Ervine