Governance Overview for both Board and Management, vol. 6

Process Has Become the Primary Line of Defense

Across multiple stories this week, the consistent message is that outcomes no longer protect boards or management — process does.

Courts (e.g., Tesla) are scrutinizing how decisions were made
Regulators (cyber, controls) are assessing board response, not awareness
Investors are focusing on governance discipline, not narratives

If you cannot show independent challenge, documented rationale, and clear ownership, governance will be judged as insufficient — regardless of performance.

BoD, corporate governance, executive pay, riskLouAnn ConnerDecember 29, 2025board of directors, #compliance, #riskComment

Weekly Governance Overview & Key Takeaways

Governance is moving from “compliance and disclosure” to “demonstrable judgment and process.”

Across regions and topics this week, the signal is consistent:
Boards and leadership teams are no longer evaluated primarily on what they say or disclose — but on how decisions are made, challenged, documented, and governed.

Whether the issue is proxy advisors, executive pay, AI adoption, ESG reporting, or board composition, regulators, courts, investors, and stakeholders are converging on one expectation:

Show us the process. Show us the oversight. Show us the judgment.

Sagacious Thinking

Process Has Become the Primary Line of Defense