Key issues: Risk management

The recent economic crisis, today's market uncertainty, and the growing demands from regulators, shareholders, and others continue to make risk management a key issue for directors. But many boards struggle with overseeing companies’ risk management capability, particularly because of the scope and uncertainty of risks.

Policymakers and regulators have focused on this topic. The SEC issued rules effective for the 2010 proxy season requiring disclosure about the extent of the board’s role in risk oversight. It also announced that companies will no longer be able to exclude from their proxies shareholder proposals that ask for more information about risks that relate to major policy issues. These changes place more pressure on directors to ensure the company has a robust risk management process in place and they are able to transparently disclose how the board oversees the process. Boards will also want to consider whether any changes are needed to update last year's proxy disclosure.

• Bribery and corruption
• CEO and board chair roles
• Executive compensation and say on pay
• Financial regulatory reform
• IFRS
• IT governance
• Mergers & acquisitions
• Proxy access
• Strategy and growth
• Succession planning
• Sustainability and climate change
• Whistleblower bounty program