Across the Board
The Boardroom Paradox: More Prestige, Less Power for Women
Women are reaching more prominent board positions, yet research suggests heightened scrutiny may be limiting the influence and opportunities those appointments are expected to create
“Women have made big strides in terms of being represented on corporate boards, both in terms of numbers and the prestige of their positions. But this prestige — and the greater visibility it brings — isn’t necessarily helping women advance. It might even be an obstacle in the long run. A recent study examined an aspect of boardrooms that’s having an unexpected impact on women’s leadership…. What they found was that while more women are being newly appointed to the boards of leading companies — largely as a result of pressure related to diversity, equity, and inclusion (DEI) policies — men secure more new board seats as a result of their existing board membership…. For women, prestigious board appointments are not translating in an equitable way into power, influence and opportunities. This gap between symbolic praise and actual decision-making power is a key reason inequality persists.” THE CONVERSATION
A Very Useful List for Boards Seeking to Effectively Oversee AI
9 suggestions for boards seeking to update governance structures, strategy and risk monitoring for the current era
“Walk into almost any boardroom this year and you will find AI on the agenda. s recently as 2023, only 28% of public company directors said their boards set aside dedicated time to discuss AI as a full board. By mid-2025, that figure had jumped to 62%, according to the National Association of Corporate Directors’ (NACD’s) ‘2025 Public Company Board Practices and Oversight Survey.’… Yet few boards have actually built AI into their governance structures, strategy or risk monitoring. We are talking a great deal about AI. We are still working out what it means to oversee it…. A Shared Definition Problem: In my experience, ask five directors around the same table to define ‘AI’ and you will get five different answers. Some mean the generative tools now drafting memos and marketing copy. Others mean the machine learning models that have quietly underwritten credit decisions and fraud detection for a decade. Still, others are really describing plain old automation with no learning involved at all. These are not the same thing, and mixing them up is not harmless, because each one needs to be watched differently. Before a board can really govern AI, it needs a working definition of what AI even means inside its own company: a simple list of what is in use and a shared vocabulary so the conversation does not reset every meeting." [Plus eight other valuable insights.] DIRECTORS & BOARDS
Lawsuits Press Board-Management Boundaries on Responsibility for Risk
Times of financial stress may tempt boards toward micromanagement, but lawyers would counsel directors not to cross the line
“A dismissed lawsuit against Boeing’s directors involving a malfunctioning airplane door shows that corporate boards are being drawn into consequential decisions earlier than they once were. The Delaware Court of Chancery on Aug. 13 rejected oversight claims against the company’s directors stemming from a 2024 accident in which a door plug separated on an Alaska Airlines flight. The directors were never given notice of 'ongoing violations of law or a risk of serious corporate trauma that triggered a duty to act,' and Delaware law 'does not hold corporate fiduciaries liable merely because a general risk materialized,' the court held. The dispute illustrates that issues of capital allocation, refinancings and liability-management transactions, cybersecurity, artificial intelligence, regulatory and reputational risk, executive succession, and major commercial relationships all may reach directors while management is still deciding what to recommend. That creates a problem for boards and their lawyers." BLOOMBERG LAW
AI Is Everywhere. Governance Isn’t.
A third of organizations don’t require employees to disclose their use of automated tools, leaving boards with potentially significant blind spots
“As reliance on automated systems deepens, long-term commercial success increasingly relies on managing technology responsibly rather than simply scaling it quickly. Corporate boards now treat AI management as a core business imperative rather than an isolated IT concern…. Fresh insights from the ISACA 2026 AI Pulse Poll reveal a growing divide between technology integration and managerial control. Findings demonstrate that while 92% of surveyed organizations deploy AI across their daily operations, only 42% maintain a comprehensive, formal AI policy to direct employee usage. Uncertainty during security incidents also poses significant operational hazards for leadership teams. According to the research, 35% of respondents cannot confirm whether their business has fallen victim to an AI-driven cyberattack.” CYBER MAGAZINE
Sure, it’s a Rapidly Changing World, But Does Our Board Need to Change?
Governance models built for oversight and compliance are being tested by a world that demands anticipation, adaptability and decisions under uncertainty
“Boards have never had access to more information, yet many are less certain than ever about the decisions they need to make. The challenge is no longer accessing information but exercising sound judgment amid uncertainty. To meet that challenge, governance must evolve beyond oversight, helping organizations anticipate change, challenge assumptions and build resilience for the future…. Artificial intelligence (AI), geopolitical fragmentation, climate and nature risks and accelerating technological change are reshaping business models faster than governance practices are evolving. Boards are expected to balance short-term performance with long-term resilience while making decisions in an uncertain environment. Yet many boards may be underestimating the scale of change required. Research from Board Intelligence illustrates this tension. While 84% of directors are discussing where human judgment should end and AI should begin, 40% believe boards themselves will require little or only incremental change over the next five years. The contradiction is striking. Directors recognize the world is changing rapidly but many still assume traditional governance models will remain largely fit for purpose. This disconnect reflects a broader challenge. Governance models designed primarily to monitor performance and ensure compliance are increasingly being asked to anticipate interconnected risks, navigate uncertainty and strengthen organizational resilience.” WORLD ECONOMIC FORUM
Dunkin’ Boss Named Interim CEO of Inspire Brands Ahead of IPO
Longtime chief Paul Brown takes medical leave; company pledges no change to strategy
“Inspire Brands has named the head of its Dunkin’ division as interim chief executive, an abrupt leadership change that comes while the fast-food giant prepares for an initial public offering. Dunkin’ President Scott Murphy will temporarily run the Atlanta-based company while longtime Chief Executive Paul Brown takes temporary medical leave…. Inspire has been preparing for an IPO for years. The company confidentially filed for an IPO in May, and it’s expected to be one of the restaurant industry’s biggest in years. But Inspire is now looking at an offering as early as the end of this year, though the IPO could get moved into early 2027…. Brown has been integral to Inspire’s growth. His tenure predates the formation of Inspire, becoming Arby’s CEO in 2013 after Roark first acquired the roast-beef sandwich chain." WALL STREET JOURNAL
Should Boards Want States to Have a Say in Shareholder Resolutions?
Understanding how your most trusted shareholders feel about the potential change or elimination of Rule 14a-8 can be helpful in developing a strategy to deal with shareholder resolutions in the future
“Indications that the Securities and Exchange Commission may consider giving the power to determine requirements for filing shareholder proposals to the states should move corporate board members to consider the potential ramifications that could come from such an action. For years, boards have expressed annoyance with investors filing multiple shareholder proposals regarding all types of issues. The current SEC Rule 14a-8 gives shareholders with as few as $2,000 worth of shares the right to file proposals that public companies must address. SEC chairman Paul Atkins is reportedly considering doing away with Rule 14a-8…. While the elimination of Rule 14a-8 is not assured, it appears that at least some changes to the rule may be on the way. Directors should begin discussing where they stand on this issue and how they might deal with shareholder interactions going forward. Would your board want Rule 14a-8 rescinded?” CORPORATE BOARD MEMBER
Beware the Gap Between Risk Awareness and Action on Private Company Boards
Of all the ways geopolitical risk manifests in business operations, supply chain disruption is where the rubber most visibly meets the road
“Directors of privately held companies are increasingly singling out geopolitical uncertainty as one of the most unsettling features of today’s business environment, and with good reason. A cascade of disruptions over recent years, from trade wars and sanctions to armed conflict and supply chain fractures, has made it plain that the world does not neatly separate political events from commercial consequences. Yet, awareness and action are proving to be very different matters. And that gap, left unclosed, threatens to become its own form of structural board risk…. Public companies face external forcing mechanisms — SEC disclosure requirements, proxy advisors, institutional shareholders — that push geopolitical risk up the governance agenda whether boards are instinctively drawn to it or not. Private companies have none of these pressures. The discipline, if it exists, has to come from within — from owners, from lead directors, from governance-minded CEOs…. Private company boards rely overwhelmingly on internal management updates as their primary mechanism for geopolitical education. External advisors, dedicated scenario exercises or structured board-level frameworks are the exception rather than the rule. As one governance observer put it, that is the equivalent of asking the captain to also be the navigator in a storm.” PRIVATE COMPANY DIRECTOR
