Across the Board
How Board Chairs Are Evolving to Lead More Resilient Boards
New research shows chairs are adopting a more informal, collaborative dynamic with CEOs to support long-term board impact
“Deloitte Global research conducted with nearly 750 board members and executives in more than 50 countries explores how the Board-C-suite relationship is evolving. Findings point to an increasingly proactive approach to oversight and governance, with most respondents (86%) saying their boards have increased their focus on monitoring risk, overseeing growth strategies and bolstering long-term resilience…. To enable effective board discussions, chairs and CEOs also need to work together to shape board agendas, ensuring they appropriately balance oversight of short-term activities with longer term strategic matters. Many recognize this need, with half (50%) of the survey respondents saying their chair is holding more strategy development and scenario planning meetings with management than previously.” WORLD ECONOMIC FORUM
Opinion: Proceed with Caution, Governance in a Shifting Regulatory Landscape
With shifting legal frameworks and rising jurisdictional tensions, directors must hold steady to long-term oversight priorities
“…The last few years have seen dramatic changes in corporate governance, highlighted by the Delaware legislature’s overruling of judicial decisions before the state’s Supreme Court could weigh in. This turbulence has been accompanied by the reincorporation out of Delaware by some high-profile companies, such as Tesla, SpaceX and TripAdvisor, to jurisdictions they view as more friendly to the interests of controlling shareholders. Given recent events, it appears 2026 will continue this trend toward change, and not only in Delaware. On December 11, 2025, President Donald Trump issued an executive order that picked up on themes the SEC had raised earlier in the year and foreshadowed even more significant changes ahead. These initiatives include steps to rein in what the administration sees as the excessive influence of proxy advisors like ISS and Glass Lewis, particularly regarding their positions on climate change and environmental concerns, as well as what the administration deems an over-emphasis on DEI…. The SEC has said that it plans to reduce compliance costs for public companies by ‘rationaliz[ing] disclosure practices’ … including the ‘pay ratio’ disclosures that require companies to compare CEO compensation to that of a median employee…. [while] SEC chairman Paul Atkins … casts doubt on how much the SEC will continue to facilitate shareholders’ ability to make proposals for action at shareholder meetings.” DIRECTORS & BOARDS
ISS 2026 Policy Updates
Updates include shifts to pay-for-performance models and proxy voting criteria ahead of proxy season
"ISS amended their policies regarding board diversity, specifically the consideration of gender and racial / ethnic diversity in director election or re-election recommendations. For 2026, ISS announced that it will indefinitely suspend the use of board gender and racial /ethnic diversity as a factor in making vote recommendations for the election or re-election of directors at U.S. companies. ISS will no longer recommend votes ‘Against’ directors solely due to a lack of gender or racial / ethnic diversity on the board. With this update, ISS is acknowledging the evolving landscape and regulatory environment around board diversity. Public companies should review their board composition and related governance disclosures to ensure they remain aligned with investor expectations and best practices, even as external diversity mandates are paused.” HARVARD LAW SCHOOL FORUM ON CORPORATE GOVERNANCE
Clawbacks and Cybersecurity: Two Compliance Tests Boards Must Pass
The U.S. Securities and Exchange Commission (SEC) is now enforcing two new initiatives that, together, create a direct test of how well boards manage accountability and risk
“A new executive compensation clawback rule, along with cybersecurity disclosure requirements, is reshaping how public companies approach governance and disclosure… The SEC’s Rule 10D-1, adopted in late 2022, now requires listed companies to recover incentive compensation that was based on financial results that were later discovered to have been misstated… If financials are restated, executives must repay the excess incentive-based compensation that they incorrectly received, even if they had no role in the error…. The other major shift is the SEC’s 2023 cybersecurity regime. It requires public companies to disclose material cyber incidents within four business days on Form 8-K, unless the U.S. Attorney General authorizes a delay for national security reasons.” PROCOPIO
Boards Face Rising Shareholder Pressure Amid 2026 Volatility
As global instability roils markets, shareholders are expected to push harder on board makeup and strategic alignment
“The year 2026 began with several events that have created significant volatility in the markets. The U.S. taking military action in Venezuela and threatening action against other South American nations, uncertainty surrounding protestor deaths during civilian uprisings in Iran, and the U.S. Department of Justice initiating a criminal investigation into Federal Reserve Chairman Jerome Powell are among events that have investors across the globe spooked. Corporate board members should be aware that shareholders may be a bit more on edge over the next few months, and nervous investors are more likely to approach directors about their concerns. As proxy season draws near, boards will be highly scrutinized and changes in board composition will on the agenda of some shareholder activists.” CORPORATE BOARD MEMBER
Disney’s CEO Succession Showdown
Disney’s board searches for Bob Iger’s successor among four internal candidates as his contract expires, with parks boss Josh D’Amaro considered the frontrunner
“The Walt Disney Co. can ill afford another succession implosion....James P. Gorman, former head of Morgan Stanley, became Disney’s chairman a year ago with succession at the top of his to-do list. The 67-year-old Australia native comes with strong opinions and sterling credentials: He helped stabilize, then revitalize the Wall Street bank during his 14 years in the C-suite, retiring in December 2024 after orchestrating a seamless baton pass…. Four internal candidates have been vying for the job and many believe the parks boss, Josh D’Amaro, is the likely successor. Wall Street is rooting for the charismatic 27-year Disney veteran and quarterback of the company’s ambitious five-year, $60-billion parks and cruise line expansion. Hollywood insiders, however, aren’t counting out top television and streaming executive Dana Walden, who could become the first woman to lead the 102-year-old company. Movie studio head Alan Bergman and ESPN chairman Jimmy Pitaro round out the field.” LOS ANGELES TIMES
How AI Will Make Boards Smarter, Faster, and More Effective
New technologies are enhancing, not replacing, board leadership and strategic governance
“While the board's primary role has not changed, the challenges it faces have evolved dramatically. Contemporary boards face a range of difficulties: global markets are highly complex; CEOs like Sam Altman and Jeff Bezos wield outsized power; technology is disruptive and fast moving. The series of high-profile governance failures mentioned above has also added pressure on boards in the form of increased expectations and responsibilities. All those corporate scandals featured dysfunctional boards that failed to identify or control crises. AI's recent explosion into public consciousness has stoked both tremendous hope and dark fears for the decades to come, not least in relation to the future of work. AI thus poses an immediate challenge for boards.” INSEAD
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