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Sagacious Thinking

Periodic musings

Posts in corporate governance
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.

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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.

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Governance Overview for both Board and Management, vol. 4

In boardrooms from Washington to Brussels to Tokyo, the governance story this week is about tension and convergence. 

Tension: The EU is scaling back the reach of its sustainability and due diligence rules, while the US is turning up the political heat on proxy advisors over ESG and DEI. At first glance, it looks like a retreat from “peak ESG.” 

Convergence: At the same time, cyber and AI are becoming explicit board-level responsibilities; African and South African codes are hard-wiring sustainability into governance; and investors are more vocal than ever on executive pay and board accountability.

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