Law in the Boardroom
Each year, Corporate Board Member and FTI Consulting conduct research to better understand which current legal and governance issues are of highest concern for public company directors and corporate general counsel as well as to evaluate related trends. Earlier this year, more than 550 directors and general counsel responded to our survey request, allowing us to gather data and compare and contrast each group’s perspectives as well as record their responses to a variety of targeted questions.
Several broad themes emerged from the 2013 Law in the Boardroom study that we believe represent ongoing topics of discussion in boardrooms across America. While the traditional issues of executive compensation, succession planning, and M&A continue to dominate—compensation and M&A garnered the highest percentages on both directors’ and GCs’ lists of issues requiring the greatest time commitment this year—the newest area of major concern continues a trend noted in last year’s study: data security and IT risk is one of the most significant issues for both directors and general counsel. More than a quarter of director and general counsel respondents earmarked cyber risk as an area that will require their attention in 2013 (Figure 1).
Other areas of focus include shareholder communications, patent/IP management, proxy advisory firms’ voting guidelines, and crisis management. Interestingly, while strategic planning was not listed as a response option among the issues that will take the greatest time commitment, quite a few directors wrote in to tell us it’s a topic for which they expect to spend significant time in the boardroom. Rounding out these primary themes are issues related to compliance and conduct, along with crisis preparedness.
The following sections of this report take a closer look at the most prevalent areas of concern for directors and general counsel.