Corporate Governance and Oversight

This chapter focuses on six areas of emerging good practice by boards of directors towards a more stakeholder-oriented and integrated approach to corporate governance. It looks at how boards are revising their corporate governance principles or guidelines to explicitly include language about ESG&D considerations and responsibility to stakeholders, in addition to shareholders. It reviews ways in which boards are spending more time on discussions about corporate purpose, strategy and capital allocation frameworks as drivers of long-term sustainable enterprise value, in addition to their ongoing oversight of short-term performance and risk management. The chapter illustrates how boards are expanding their oversight of risks, risk appetite and resilience to include ESG&D risks that are material to the company and salient to people and the planet. The growing need for board-level competence in the areas of climate action, human rights, diversity and inclusion, dealing with systemic shocks and cybersecurity is particularly notable. The chapter addresses how boards are increasing their focus on corporate culture and on talent management and diverse succession planning, including but beyond CEO succession, and how they are starting to integrate ESG&D factors into their oversight of executive performance and incentives and into the company’s public reporting and accountability mechanisms. The chapter concludes with examples of how boards are adapting and strengthening their own operational practices to support the above developments. This includes changes in board organization, such as the creation of dedicated sustainability committees and allocating more time on the full board to review ESG&D risks and opportunities, changes in board composition, especially increased director diversity, and more systematic board engagement with diverse internal and external stakeholders.