NACD and Leading Governance Partners Publish 2023 Governance Outlook to Help Boards Navigate Critical Issues

WASHINGTON, DC (December 14, 2022) – The National Association of Corporate Directors (NACD), the authority on boardroom practices representing more than 23,000 board members, today released its 2023 Governance Outlook report, an annual forecast of trends and issues that corporate directors and senior executives are likely to face in the coming year.

The 2023 Governance Outlook report captures insights and guidance on environmental, social, and governance (ESG) oversight, new and proposed US Securities and Exchange Commission (SEC) regulations, trends in D&O insurance, human capital oversight, third-party risk, and more. It includes partner contributions from Broadridge Financial Solutions, Deloitte, FGS Global, Woodruff Sawyer, and WTW, along with data snapshots from the latest NACD Board Trends and Priorities Survey of more than 300 directors nationwide. The 2023 Board Trends and Priorities Survey revealed economic headwinds, supply chain disruptions, and increased competition for talent among the top concerns for directors. (See Figure 1.)

FIGURE 1

"Much of what we're hearing from public and private company directors echoes the key themes from recent years in terms of economic, geopolitical, and infrastructure uncertainties," said Peter Gleason, NACD president and CEO. "By surfacing those concerns and taking a deeper look along with experts from our partner organizations, NACD is able to provide directors with insightful data, research, and guidance through the 2023 Governance Outlook."

Key Topic Areas and Findings:

• Trends for Boards in 2023 (NACD): NACD research notes that key trends among respondents to the 2023 Board Trends and Priorities Survey include fear of a looming recession (64% said it was a top concern for 2023), increased competition for talent (a top concern for 59%), growing inflation (57%), and supply chain issues (37%). On the economic front, more than 70 percent of survey respondents believe markets are heading toward a recession or severe recession by the middle of 2023, with less than 30 percent expecting a soft landing or economic growth.

• Opportunities for Directors (NACD): As noted in The Future of the American Board Report, which NACD released in October, directors anticipate greater opportunities for board engagement and service in the coming years. Directors see changes on the horizon in the form of everything from increased board diversity to more independent boards as combining the roles of CEO and chair . Areas in need of priority improvement, as highlighted in the 2023 Governance Outlook report, are board-management relations, including CEO succession planning; critical board competencies, including diversified skills and experiences related to emerging risks; and board operations, including board inclusion practices.

• Proxy Season Impact (Broadridge): Numerous forces, such as new proxy rules and technological innovations that are expanding investor participation, will raise the stakes for corporate governance in 2023. Companies and boards should be on the lookout for ESG-related shareholder proposals, among other factors that will impact the upcoming proxy season.

• Board Governance Structures and ESG (Deloitte): With a rapidly changing ESG landscape, companies are increasingly integrating ESG into business practices and strategy. To effectively oversee the growing range and number of ESG-related issues, boards may consider taking steps in 2023 to adapt their committee structures and composition for critical skills and experience; consider making meetings more efficient and effective; and increase their expectations about data that management provides given the role of ESG as both a key business driver and a regulatory imperative.

• Third-Party Risk Oversight (Deloitte): Ongoing supply-chain disruptions and other third-party concerns have prompted many boards and senior executives to step up their engagement with third-party risk management (TPRM). Integrating and reacting proactively to TPRM will be a focus for public and private corporations in 2023.

• SEC Rule Changes (FGS Global): The current SEC leadership has proven to be especially active in rulemaking, signaling fundamental policy shifts from historical approaches. Expect 2023 to see more changes being proposed and finalized on climate, board diversity, SPACs, executive compensation, cryptocurrency, and more.

• Directors and Officers Liability Threat (Woodruff Sawyer): Amid a volatile and challenging operating environment for directors, management, and companies, there are important issues to consider when purchasing protection against risks of litigation, including longer and more expensive settlements, the Department of Justice's focus on economic and trade sanctions, and the SEC's cybersecurity and climate disclosure rules.

• Stewards of Human Capital Oversight (WTW): Focusing through lenses of performance, protection, people, planet, and purpose, the authors look toward potential solutions to human capital challenges like talent shortages, employee turnover and disengagement, remote work, inflation, and others.

Visit the 2023 Governance Outlook site to download the full report.

About NACD
The National Association of Corporate Directors (NACD) is the premier membership organization for board directors who want to expand their knowledge, grow their network, and maximize their potential.

As the unmatched authority in corporate governance, NACD sets the standards of excellence through its research and community-driven director education, programming, and publications. Directors trust NACD to arm them with the relevant insights to make high-quality decisions on the most pressing and strategic issues facing their businesses today.

NACD also prepares leaders to meet tomorrow's biggest challenges. The NACD Directorship Certification® is the leading director credential in the United States. It sets a new standard for director education, positions directors to meet boardroom challenges, and includes an ongoing education requirement that prepares directors for what is next.

With an ever-expanding community of more than 23,000 members and a nationwide chapter network, our impact is both local and global. NACD members are driven by a common purpose: to be trusted catalysts of economic opportunity and positive change—in business and in the communities we serve. To learn more about NACD, visit www.nacdonline.org.

Press Contacts
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