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

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.

Sagacious Thinking

Process Has Become the Primary Line of Defense