Posts Tagged 'Cybersecurity'

The Corporate Governance Climate in 2015

by Patricia Lenkov for The Huffington Post

In the ever-changing and always dynamic world of corporate governance, it can be challenging to keep up with the trends and developments when not focused on these matters full-time. Post corporate implosions of the past 10 years and the subsequent regulatory changes and demands on continuous improvement and increased transparency in the boardroom have heightened the pace of change for boards everywhere. 2015 will surely continue this trend. Accordingly, here are some of the important issues from the world of corporate governance that should continue to make the news and be the subject of debate and speculation:

Gender Diversity

The topic of gender diversity in the boardroom (or lack thereof) has never been more focused on than at present. According to Catalyst, the U.S. based non-profit, women now hold 19.2% of all seats on S&P 500 boards (Catalyst Census). In Canada, the number is slightly better at 20.8% of seats on the S&P/TSX60 index.

2015 will undoubtedly see more push to increase the number of women board directors. Quotas in countries as varied as Norway, Australia and The United Arab Emirates are having an impact as other countries debate and question their own policies. It is generally surmised that here in the U.S., gender quotas will not materialize. Most believe that there are other ways to “move the needle.” This includes term limits, age limits and other board refreshment approaches (more on this later.) Nevertheless we have definitely moved past the question of whether more women in the boardroom leads to improved results because it has been proven time and again that it does.

Other Types of Diversity

To maximize effectiveness, the composition of a corporate board should reflect its customers, the employees of the company and even other stakeholders such as investors. Consequently, diversity in the boardroom does not start and end with gender. In fact, it is safe to say that diversity in the boardroom, at least here in the U.S., has been a focus of attention for some time. However, the context has historically been ethnic diversity. Read more here.

The Morning Risk Report: Cybersecurity Responsibility Falling to Boards

by Ben Dipietro for The Wall Street Journal

U.S. regulators this year are emphasizing the importance for corporate boards to take responsibility for cybersecurity, saying directors and officers who fail to do so could be held individually liable for any lapses that occur, attorneys said Tuesday during a webinar on the subject. This means boards must put in place the proper teams and prepare plans to prevent any breaches and to respond to any that may occur. Particularly in the last three to four months there has been intense focus by regulators on this subject, largely directed to directors and officers, said John Failla, a partner in Proskauer Rose’s insurance group.

Regulators are “trying to articulate responsibilities to board to prevent, address, mitigate and transfer risks for this issue,” said Mr. Failla. In the webinar, he cited a speech from Securities and Exchange Commission Commissioner Luis Aguilar in June 2014 in which he “made it abundantly clear” the SEC views boards as being a critical part of risk management in this area. “Boards need to work with management to assess cyber controls, to make sure they match up with or exceed federal frameworks” and to make sure directors are educated about risk and technology and take the time to address these issues. The Financial Industry Regulatory Authority and the Federal Trade Commission also are focused on this topic, he said. Read more here.


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