2023 Governance Outlook: Projections on Emerging Board Matters

In brief: Each year, NACD provides directors and senior executives with a forward-looking view of business and governance risks that will require board focus over the coming year.

The 2023 Governance Outlook: Projections on Emerging Board Matters includes an analysis of NACD's 2023 Trends & Priorities Survey as well as insights and projections from NACD's partners—Broadridge, Deloitte, FGS Global, Woodruff Sawyer, and WTW. The following topics are covered this year: human capital oversight, ESG oversight, third-party risk oversight, SEC rulemaking, proxy season factors, and the D&O threat landscape.

Boards can use this resource to assist them in taking the following steps:

• Improve board oversight of human capital through connection with the five elements of global stewardship: performance, protection, planet, people, and purpose.

• Adapt board governance structures to provide effective oversight in a rapidly changing environmental and social landscape.

• Increase the board's level of understanding and engagement on the scope of third-party risk and opportunity.

• Understand implications of SEC rulemaking currently underway to the board and the company's business.

• Understand the five factors that will weigh on the upcoming 2023 proxy season.

• Consider ten issues in the current D&O threat landscape and their implication for the 2023 D&O insurance renewal.

Most relevant audiences: board chairs, CEOs, general counsel, lead independent directors, committee chairs, strategy committee members, nominating and governance committee members, audit committee members, compensation committee members, and risk committee members.