2024: The Year of the Strategic Board

Welcome 2024! The last few years have offered a wild ride for boards of directors: crisis management on multiple fronts, inflation, economic uncertainty, management turnover, cultural upheaval of all stripes, shifting consumer habits, a more vocal workforce, dramatic technology advancements, plus new regulations and scrutiny that have increased both the importance of governance and the workload of boards. Dedicated directors have been rising to these challenges and more, keeping themselves educated and up to date on an ever-widening landscape of relevant issues, while taking on more complex and numerous responsibilities for the organizations they serve.

Now, rather than rest on their laurels, we see boards eagerly stepping up to contribute even more in 2024. There’s a strong sense among board members that while further change is on the horizon—at the company, industry, and global levels—this is the moment to get out ahead of risks and take advantage of new opportunities through a renewed focus on strategy.

Adding value at the strategic level is the ultimate goal for boards. The enthusiasm and commitment we see from boards to deliver on this goal leads us to declare 2024 The Year of the Strategic Board.

To help ensure your board is prepared to add its highest value this year, we offer some insights on the year ahead:

1. Check Your Alignment

Going into 2024, a company’s 2-year or 5-year plan may look nothing like it did a year ago. For starters, 2022 and 2023 were years of significant organizational restructuring in companies across numerous industries as a response to economic concerns, technological developments, workforce changes and more. As a specific example, the impact of AI advancement on a company’s strategy is hard to ignore–and barely being discussed a year ago. The beginning of the year is a great time to check in on alignment, both among board members and between the board and leadership. Are you on the same page regarding long term goals and strategic direction? Are you confident that leadership is navigating change in a way that works for the culture, ethics, and value to the business? As many companies begin to think differently about the future, alignment has never been more important and starting the year with confidence in where you’re going and how you’ll get there sets a strong positive tone for everything that comes later.

2. Zero in on the competitive landscape

Board members across all sectors are leaning into what they know and what they don’t, seeking more market information and greater insights about the operating environment. New technologies, regulations, geopolitical dynamics, consumer behaviors and entirely new product areas are quickly reshaping many sectors, unleashing new competitors in some areas and new opportunities in others. Boards that have been focused on internal issues, like a CEO transition or the development of a significant new product, tell us they now want more competitive information and to devote more attention to the overall environment as they seek to guide (or at least oversee) management in making the best strategic decisions. On the horizon, we see the economic holding patterns that have limited M&A and IPO activity, potentially lifting in 2024 (see #3). Boards are pushing themselves to think critically about data: What information do you need, and on what cadence? Who and what are potential disruptors in your industry? Many boards are looking for crisp quarterly updates about performance relative to competitors and broad perspective on markets and industries on a periodic basis, knowing that quality data about the market, industry, and competitors, is critical information for boards to add strategic value.

3. Anticipate the Return of M&A

Mergers & Acquisition activity, which had declined in 2023, is on the rise according to most pundits. Collectively, they are crediting the stable, and perhaps declining, interest rate environment along with the sector specific trends as well as good old-fashioned pent-up demand as catalysts to more deals expected to happen in 2024. From our vantage point, we are hearing from boards that are putting disruption, transformation, and market reach center stage as top considerations for the year ahead. Strategic boards will be paying careful attention to consolidation and divestments as key elements of their 2024 growth strategies. Whether it’s part of their own company’s plans or what they’re observing with their competitors, boards know that good governance means being poised to respond quickly to opportunities, market news, and unexpected changes in the environment. While a singularly dedicated M&A Committee is not likely the solution for most boards, being prepared as a group to agilely consider transaction strategies, capital allocation, and, most importantly, thoughtful integration (or divestment) plans will serve them and the organization they oversee well. Of course, boards should always at the ready to discuss where their organization fits in with the roll-up plans of others. Should 2024 turn into an especially active M&A frenzy, some companies will have to decide whether to “eat or be eaten.” The winds aren’t blowing strongly yet, but we all know that winds can shift quickly.

4. Double Down on Cybersecurity Training

If there’s one area that most boards will focus on when it comes to continuing education in 2024, it’s cybersecurity. The global average cost of a data breach is $4.45 million, according to the 2023 IBM Cybersecurity Report (the US-specific cost is approximately double that amount). Long-term reputational damage and its economic impacts may prove even more costly. Cybersecurity knowledge and oversight is no longer a “nice to have.” While not every board member needs to be a deep expert on cybersecurity, the board has to know that at least one member can have productive conversations with the CISO when it comes to risk assessment and mitigation. Board members may want to consider getting a cybersecurity certification, or annual training to ensure they are current on the latest threats and mitigation tactics. The good news is that with more top-tier companies facing major breaches in 2023, more experts are emerging and talking about how to anticipate these challenges and ways to address them.

5. Get Up to Speed on AI

With 2023 was the year AI arrived on everyone’s radar screens; we see 2024 as the year that boards start to organize themselves to oversee it. In an August 2023 survey, Deloitte found that 25% of large-cap companies and 38% of mid-cap company boards had not assigned AI oversight responsibilities to the board or a specific committee, while 19% and 22%, respectively, had yet to discuss AI at the board level at all. Given the newness of this topic, it’s no surprise that responsibility for AI oversight is bouncing around committees (typically Audit or Technology, if a board has this committee) or the full board is still deciding how to proceed.

We expect that many more boards will adopt formal oversight plans for AI in 2024. Further, we expect to see boards focusing on both (i) internal concerns: how the organization uses AI along with the implications for the workforce in terms of productivity and culture; and (ii) external concerns: how it affects competition, market opportunities, regulatory changes, and more. The more that board members have a fundamental understanding of the evolving state of AI, especially in their industries, the better. Using the numerous available resources and news feeds, including AI itself, will help boards get and stay up-to-speed.

6. Be ready for regulatory changes

From a regulatory perspective, there’s a lot that’s recently happened or expected to come along in 2024. The SEC’s new cybersecurity disclosure requirements go into effect on January 1, requiring descriptions of cybersecurity strategies and governance plans, as well as reporting of material incidents on a timely basis. In accordance with the EU’s Corporate Sustainability Reporting Directive, in 2024 the first cohort of companies will be required to disclose both how business activities materially impact the planet and people, and how sustainability goals, measures and risks impact the financial health of the business. While California’s new climate disclosure laws won’t be effective until 2026, they will be the most comprehensive U.S. reporting requirements to date, and many organizations will want and need the time to get ready to meet these new requirements. And while AI policy and standards are still very much in flux, there are new executive orders, corporate and global alliances, standards bearers, and debates seemingly every week. Boards are under pressure to stay abreast of regulatory developments and ensure they are either complying with new requirements or preparing for rules on the horizon. Failure to prepare can have significant legal and financial consequences (see the SEC and SolarWinds) or make the difference in whether a critical market opportunity is open or closed to the company.

7. Talk about (the business of) politics

With 2023’s tumultuous geopolitical environment and a Presidential election on the horizon, it’s impossible for boards to ignore the impact of politics on their business fortunes. While the vast majority of directors want to keep political drama out of the boardroom, the economy, global supply chain, shareholder activism, company culture, and much more will be affected. Boards are paying increased attention to their global dependencies and domestic vulnerabilities. Many boards are already doing scenario planning and talking with management teams about the best range of responses to a host of possible changes in the geopolitical environment including possible changes to the economy and their business. We expect this to be an ongoing topic of conversation throughout 2024, as boards take stock of the potential impact of US and world politics on markets, constituents, and their organizations.

8. Expect ongoing activist challenges

The general market sentiment about shareholder activism is that it will stay alive and noisy in 2024, perhaps even more robust than what was seen in 2023. Activists have been raising a range of issues from greater profitability to changes in management to significant environmental concerns. For example, shareholders filed some 513 proposals in 2023 regarding environmental and social issues alone. Boards that have had the greatest success managing activist incursions are often (i) well aligned in their support for management and their vision, (ii) aware of perceived shortcomings and have well-reasoned plans for solving for them, (iii) typically willing to meet with activists and listen to their perspective and ideas, and (iv) unified with an effective communication strategy for messaging their plans. Handling shareholder activism should be part of every board’s crisis preparation plan and boards that have reason to be concerned are getting out ahead with preemptive actions.

9. Focus on management succession planning

Succession planning is another critical board responsibility that is a strategic imperative, especially after the last few years.

At the management level, leadership turnover since the pandemic has been high. According to employee transition specialists Challenger Gray, nearly 1,500 CEOs departed their roles in 2023, about 50% higher than last year. Every board knows that finding the right CEO takes time and commitment, and planning for this possibility is among the most important strategic work of the board. Moreover, even with a CEO firmly in place, other top executives – including many who are potential CEO successors – are being recruited away for leadership positions elsewhere leaving companies that had robust succession plans in place, unwittingly starting from near scratch. To add to the challenge, given market complexities many boards rightfully are rethinking the skills needed in a future CEO. Few boards will disagree that 2024 is the year to commit to a forward-looking CEO succession plan and to hold their CEOs accountable to do the same for the rest of the C-suite. Ensuring the organization has the best leadership for today and tomorrow is key to how value to created and sustained.

10. Don’t forget about board succession planning

Board succession planning is also among the most challenging albeit important tasks of Nominating & Governance Committees. The importance of relevant market and operating experience, shifting risk landscape, along with increasing questions about term or age limits are among the issues that have boards thinking about their current and future composition. According to a recent PwC survey, 50% of directors believe that at least one of their peers isn’t fit for tomorrow’s challenges. Boards are noticing the needs of their organizations in this post-covid, cyber-vigilant, AI-influenced world. Skills matrices, gap analyses, committee structure and demographic considerations are commonplace in this environment, and that isn’t likely to change going forward. Investors and regulators are requiring this information from boards, reason enough to be on top of it. Even those boards that have the requisite talent in place are considering what the next few years will and should look like as they plan for their evolving board and committee composition in 2024 and beyond.

11. Invest in your committees

We’ve said it before, committees are the workhorses of the board. As board work grows more complex, committees are also becoming the strategic powerhouse of the board. The traditional committees – Audit, Comp, and Nom & Gov – are all assuming greater responsibility for strategic decision making as the board’s workload requires increasing delegation. And some boards are adding additional committees such as Technology or Risk to ensure attention to mission-critical and rapidly developing areas. Going forward, boards will be applying the same succession planning rigor employed elsewhere to committees and their leadership positions. as well. Further, we’re hearing more about boards investing in continuing education and onboarding, as well as being open-minded about establishing new committees or creating effective ad-hoc ones.

12. Make time for strategy

Advising boards to make strategy a priority may seem too obvious. Yet while all boards understand the importance of focusing on strategy, many boards tell us they don’t spend as much time as they would like to on this critical topic. Everyday business or urgent demands take up much of the board’s time, and often strategy gets less airtime than board members would like. Some tactics we’ve heard boards employing to address this:

• Start every meeting with 15-30 minutes devoted to framing a critical strategic issue, while everyone is fresh and before the meeting has gone long.
• Allocate specific amounts of time to each topic on the agenda and be vigilant about staying on schedule, leaving sufficient time for strategy where it fits best.
• Work with the CEO to ensure that strategy is covered at the appropriate level of depth, with the right people in the room, at the best time in agenda for the board to make its greatest contributions.
• Stay focused on the one strategic issue regardless of where it is in the agenda and provide information ahead of time to ensure everyone is informed.
• Be sure everyone is up to date on all essential information by providing pre-reads, analyst reports, and other useful data, again with enough time to digest and synthesize the information.
• Hold a strategy offsite every year, giving ample time for management to prepare competitive analyses and/or bringing in an external perspective on the market.

Here's to strategic excellence in 2024

Based on the twists and turns of 2023, we can’t imagine 2024 not having its own surprises in store. Nonetheless, armed with a the right information and strategic forethought, boards will continue to make meaningful contributions to the organizations they govern, be true partners to management teams, and serve their constituents well.

Sources: IBM Cost of a Data Breach Report 2023, Deloitte Board Practices Quarterly, Future of Tech: Artificial Intelligence, August 2023, SEC Charges Solarwinds and CISO with Fraud, Internal Control Failures, October 2023,  Summary of Challenger Gray CEO Turnover report, September 2023, PwC Annual Corporate Director’s Survey 2023