Board quality, CEO succession and the advancement of ESG reporting standards top out as the most important international themes in the 2023 Russell Reynolds Global Corporate Governance report. The study reveals the trends and regulatory changes shaping the ESG activities in each global region and what to expect moving forward.
Some interesting insights related to these themes are worth noting:
- Expect an increased focus on board quality, particularly with declining director support levels and the establishment of universal proxy rules. Investors will scrutinize everything from board composition and director skill sets to overall effectiveness.
- Forced CEO departures and high profile “failed successions” will continue to keep boards focused on succession planning.
- SEC regulations such as climate disclosure, Pay Versus Performance, and clawbacks will continue to put pressure on companies to become more mature in their approach to standardized reporting, transparency around the achievement of goals and structure of board oversight.
- Boards will be called upon to bring their ESG strategies to the next level by “embedding ESG-related actions in all the company does, including decisions on capital allocation, risk factors and overall business model.” The Financial Reporting Council is seeking improved disclosures, and pressure for unified and integrated strategies is mounting.
- Paving the way on net zero emissions, UK companies will be pressed to disclose targets for compensation metrics tied to short-, mid- and long-term net zero goals. Transition plans to Net Zero will be published for UK-listed companies beginning in June.
- Corporate governance reporting changes will take effect in 2024 resulting in expanded oversight for the board and audit committees.
- Comprehensive changes in data governance and standardization of sustainability reporting will begin in 2024, which will have broad implications across supply chains.
- Board quality and composition will be a big focus after new rules were put forth requiring boards to have at least two financial experts with specific expertise in auditing and accounting. Board competency profiles must call out specific sustainability skills of board members that are relevant to the company’s operations.
- France will continue to build on its success of having a high percentage of women on boards. Gender equality initiatives will gain attention as companies are required to publish gender gaps as of March, and by March 2026, gaps in representation must be less than 30%.
- Board refreshment will take priority as many directors will be rolling off boards this year as a result of a 10-year maximum term limit set by a 2013 rule. This will create an opportunity for companies to review board evaluation processes, assess board composition, and refresh boards with diverse candidates that possess ESG-related skills and experience.
- In the early stages of their ESG journey, it is expected that Mexican corporations will establish policies, metrics and reporting, particularly with “E” initiatives as global stakeholder pressures rise.
- Gender diversity will grow in importance and companies are expected to issue greater commitments in this area.