Across the Board
The Proxy Season Playbook Is Changing
As one-size-fits-all proxy recommendations fade, companies and activists must work harder to build shareholder support
“As the 2026 proxy season prepares to go into full swing, significant structural shifts are underway in the proxy voting ecosystem. Regulatory scrutiny, evolving investor stewardship frameworks and innovations in retail voting platforms are combining to complicate traditional assumptions about governance activism. For shareholder activists, whether hedge funds, ESG- or sustainability-oriented groups or other investors, the new regime presents both opportunities and headwinds…. The 2026 proxy season is arriving amid a wave of reorganization within the stewardship arms of major asset managers. Several major institutional investors and asset managers have reportedly split their stewardship operations, separating index-fund management from active strategies or sustainability-focused stewardship…. In addition, federal policymakers are evaluating policy changes that could require institutional investors to align voting decisions proportionately with how other beneficial owners have voted.” HARVARD LAW SCHOOL FORUM ON CORPORATE GOVERNANCE
ExxonMobil Board Unanimously Backs Move to Texas
Directors recommend redomiciling the company from New Jersey while keeping operations and leadership unchanged
“Exxon Mobil Corporation today announced its Board of Directors has unanimously recommended shareholders approve changing the company’s legal domicile from New Jersey to Texas. The Board concluded that aligning ExxonMobil’s legal domicile with where its leadership and core operations have been based since 1989 will benefit shareholders. ‘Over the past several years, Texas has made a noticeable effort to embrace the business community. In doing so, it has created a policy and regulatory environment that can allow the company to maximize shareholder value,’ said Darren Woods, ExxonMobil chairman and chief executive officer. ‘Aligning our legal home with our operating home, in a state that understands our business and has a stake in the company’s success, is important.’ In making its recommendation, the Board considered Texas’ legal and regulatory environment, including its modernized business statutes and the Texas Business Court, which is designed to resolve complex disputes efficiently. When corporate decisions are challenged, Texas courts are required to apply clear, statute based standards, which support sound decision-making.” EXXON MOBIL
BP Plans Leaner Board as Part of Strategic Reset
Chairman Albert Manifold moves to streamline the board to support faster decision-making
“BP Chairman Albert Manifold on Friday announced plans for a slimmer board as part of the British oil company's reset strategy, with former Shell chief financial officer Simon Henry among those departing. The leaner board is one of Manifold's changes since arriving as chairman in October and pushing for a faster shift back to oil and gas investments. In December, CEO Murray Auchincloss abruptly left, with Woodside Energy's Meg O'Neill set to take over in April…. After the departures, the board will have 10 directors, down from 13. Manifold said the majority will have been appointed in the last five years. ‘We believe that a leaner board is a more agile board, and that this is essential at this point in the execution of BP’s reset strategy,’ he said. ‘It will allow for faster decision-making and sharper oversight, both of which are critical to driving long-term shareholder value.’” REUTERS
Board Refreshment Without Governance Erosion
As Gen Z and Millennials reshape the workforce, directors weigh how to modernize board composition while preserving experience and fiduciary rigor
"According to Deloitte’s ‘2025 Gen Z and Millennial Survey,’ Gen Z and Millennials are projected to make up about 74% of the global workforce by 2030. That shift of nearly 75% is not theoretical. It is already visible in the way many companies are being led. Many leaders shaped by the last two decades of technological acceleration are running global functions, managing P&Ls, leading digital transformation and operating through volatility at scale. Many boards are watching this evolution closely. In a growing number of companies, the conversation has moved from whether to refresh board composition to how to do so without diminishing governance effectiveness. Directors recognize that leadership pipelines, customer expectations, technology exposure and enterprise risk are evolving. They also understand that governance is not developmental. An independent board seat is not an apprenticeship. It is a fiduciary role. The central tension is clear. How do you refresh perspective without weakening institutional judgment?” DIRECTORS & BOARDS
Are Audit Committees Ready for Today’s Risk Environment?
Scenario analysis and resilience reviews are reshaping oversight expectations in the boardroom
“With uncertainty a constant in the business environment, audit committees are working closely with management to confirm that their organizations are resilient and ready to navigate the anticipated and unexpected challenges that lie ahead in today’s complex, dynamic world, one that is increasingly nonlinear, accelerated, volatile and interconnected. In this environment, companies may be caught by surprise as sudden tipping points reach their limit, forcing businesses to swiftly respond to events. Oftentimes, that requires the ability to change course, anticipating interconnected impacts and risks downstream. Given the rapid pace of change and existential threats to companies in this unpredictable risk climate, boards and audit committees are rethinking and questioning their organizations’ legacy approaches, including risk management frameworks that work in a linear way.” CORPORATE COMPLIANCE INSIGHTS
The CEO–Chair Debate May Be Missing the Real Issue
Evidence suggests leadership tenure and board oversight may matter more than whether the roles are combined
“In governance circles, few topics generate more debate than whether the CEO should also serve as board chair. Regulators in some markets have taken firm positions, and activists often argue that separation between the two roles is a universal best practice. But the empirical evidence tells a different story: serving as both chair and CEO is not inherently good or bad – in fact, CEOs who hold both roles tend to remain in office longer, by an average of three years, than peers who do not. The more consequential issue is not formal structure, but how boards design leadership and oversight in an environment of shorter CEO tenures. As leadership cycles compress, the risk to long-term value lies in repeated strategic resets, erosion of institutional memory, and underinvestment in long-term priorities.” HARVARD LAW SCHOOL FORUM ON CORPORATE GOVERNANCE
Opinion: Rethinking the Role of the Board Chair
In an era of complexity, the most important leadership skills may be the hardest to measure
“What are the qualifications for a great board chair?... A thoroughgoing grasp of the current polycrisis and its possible future impacts on members and stakeholders while managing sometimes contradictory instincts alongside the ability to work with a diverse group of fellow board members as well as the CEO? That doesn’t fit so neatly on a spreadsheet, does it? And yet that kind of amorphous assortment of soft skills—wisdom, stewardship, management—may be more important than the resume-level qualifications…. Vetting and identifying successful board talent, in the current moment, may involve more and deeper interviewing than succession committees have been used to. A recent PwC report on governance offered a reminder that while CEOs lead organizations, the board is where long-term power resides. A successful chair has the confidence to embrace that, along with the humility to recognize that their true legacy is the lasting health of the organization, not whatever initiative they championed during their year in charge.” ASSOCIATIONS NOW
The Neuroscience of Better Board Decisions
Research shows how cognitive overload, bias, and meeting dynamics can shape how directors evaluate information
“Board dysfunction isn’t usually a governance problem. It’s a biology problem. By the time directors reach the final session of a full day of meetings, they’ve already made somewhere in the neighborhood of 30,000 micro-decisions according to research conducted by PwC and the Wharton Neuroscience Initiative. No wonder decision 30,001 may not be the best of the bunch…. The result is predictable: more pressure produces more bias. Information overload slows decision-making and increases error. The non-hierarchical structure of a board creates social dynamics that discourage dissent. And outside scrutiny pushes toward speed at the expense of accuracy.” CORPORATE BOARD MEMBER
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