On the Board's Agenda
Top of mind topics for board members
Board-briefing articles that examine a single topic in detail with perspectives from Deloitte subject matter specialists.
Board governance in 2026: Adapting to complex risks and rising expectations
January 2026
Board leadership is entering a new era. Heading into 2026, directors face a business climate that continues to grow in complexity. Strategies to identify emerging risks while pursuing growth opportunities can be useful when navigating the current landscape. The start of the year is an opportunity for directors to pause, consider upcoming board governance trends, and weigh choices that could shape the future of the enterprise. The role of the modern board is expanding. Boards are expected to look beyond compliance and traditional oversight, stepping into roles as strategic oversight leaders and stewards of enduring value.
Balancing governance and opportunity in a shifting landscape
October 2025
This edition of On the Board's Agenda explores governance strategies for navigating disruption and managing risk. It outlines several leading practices directors can use to guide their organizations toward long-term success.
Director skills for navigating a complex business environment
July 2025
From technology disruptions to shifting regulation priorities, corporate boardrooms are navigating a rapidly changing business environment. Against this backdrop, a recent analysis of Fortune 100 companies reveals distinct patterns in current board skills and backgrounds. This edition of On the Board's Agenda explores how board director skills vary, and considers how trends in leadership skills across the Fortune 100 could be shaping board refreshment strategies.
2025 board agenda trends, challenges, and opportunities
January 2025
In 2025, boards should consider being alert to the many challenges and opportunities that the year may bring—and agile enough to enable their companies to address those challenges and make the most of those opportunities. This edition of On the Board’s Agenda explores some of the more critical challenges and opportunities and how they may affect companies and their boards.
Archived editions
2024
Looking back at a look forward
December 2024
This edition of On the Board’s Agenda reviews the key risks and opportunities that boards faced in 2024, emphasizing the importance of an enterprise risk management approach. As we end this year, we expect the array of risks and opportunities faced by boards in 2025 will resemble what they confronted in 2024. However, due to the dynamic governance landscape, we also expect the nuances around these issues will evolve. The developments of 2024 highlight those risks—whether they be geopolitical, technological, or regulatory—may not always fit into distinct categories. For boards, there could be value in keeping the interconnected relationships of these issues top of mind. Boards that adopt a more integrative oversight approach could be better positioned to navigate the increasingly complex business landscape.
Brand and reputation stewardship
September 2024
As stewards of long-term value for shareholders and other stakeholders, boards that effectively oversee the enterprise’s brand and reputation could see outsized benefit. This edition of On the Board’s Agenda offers strategies for boards to effectively navigate this aspect of their oversight responsibilities. When considering a strategic approach, directors will likely have to contend with a diverse array of factors—some of which may extend far beyond traditional board concerns. Because the impact of brand and reputation can affect the whole enterprise, these elements are interconnected. That’s one reason why a cross-functional oversight approach may offer outsized value.
Variance in succession strategy and transition processes
July 2024
Succession planning can vary greatly from one company to the next. In this abbreviated edition of On the Board’s Agenda, we combine survey data on succession planning strategies to explore variance in responses provided by CEOs and corporate secretaries. They were separately asked to identify who was involved in 1) crafting a succession strategy and 2) then using it for a CEO transition. They then indicated whether the board of directors and/or CEO were involved in each step of the succession planning process.
Embracing disruption: The board’s role in championing innovation to capture potential
June 2024
In today's rapidly evolving business landscape, innovation powers the heartbeat of progress. As new technologies disrupt traditional industries and consumer preferences shift seemingly overnight, organizations that thrive are those that embrace change.
Yet, corporate boards may underestimate their strategic role in fostering these crucial adaptations. Conversations on technology disruption are often initially focused on backend operations (and efficiency), rather than proactive forces to drive seismic organizational shifts, catalyzing profound innovative transformation.
Governance of transformation amid an uncertain business climate
April 2024
Volatility wrought by a pandemic, economic upheavals, and geopolitical conflict—to name just a few challenges of late—have added a suite of new risks for boards to navigate. Finding a way through such turbulent waters isn’t easy. But according to Deloitte’s MarginPLUS 2024 Survey, a growing number of companies are charting a course with the help of transformation initiatives focused on margin improvement programs.
Regardless of form, transformation initiatives may involve large-scale changes that aim to bolster efficiency, reduce manual processes, and otherwise modernize business operations. Their scale and scope can be different across industry as can the governance processes.
Questioning technology governance orthodoxy
March 2024
Formerly a siloed and specialized topic, technology has become interwoven throughout many facets of governance. Yet even for the tech-savvy, strategizing around the increasingly rapid pace of advancement could prove challenging.
Deloitte’s Tech Trends 2024 may be useful for boards looking to separate the signal from the noise of current technology dialogues. According to the report, upcoming technology advancements are poised to fundamentally change how humans and machines interact in the workplace (and beyond). The board’s technology oversight processes may not be prepared for that kind of potential shift, but steps can be taken to reassess technology governance.
Living in "interesting" times: The 2024 board agenda
January 2024
Over the course of the next year, board members could find themselves living in interesting times. The Oxford English Dictionary defines interesting as “having the qualities which rouse curiosity or engage attention,” which seems an apt characterization for 2024.
At present, the world continues to grapple with macro-level issues such as geopolitical risks and economic volatility. Advances in technology and other business processes continue to open the door to numerous new opportunities and risks. And because of these forces, to reiterate the point: Governance seems poised to become even more interesting.
2023
Holistic governance through technology transformation
September 2023
In the age of artificial intelligence (AI) and similar innovations, the board’s governance of technology has garnered increasing levels of attention. But the rapid pace of advancement has brought a shifting set of new (and often unfamiliar) opportunities and risks.
This edition of On the board’s agenda features a conversation with Joanna Burkey, chief information security officer at HP Inc. and board member at Overstock.com/Bed Bath & Beyond, and Irfan Saif, Deloitte’s US chief information officer and member of Deloitte US Board of Directors and Deloitte Global Board of Directors, on how to govern holistically through transformative technological change.
The never-ending story: CEO succession planning
May 2023
The CEO is usually the most visible and prominent position within a company. The board’s role in CEO succession planning is a unique role and one of the highest-priority activities in which they engage. When things go well, an effective succession planning strategy can result in a CEO with transformative leadership potential who executes on the company’s long-term vision and adds value for shareholders and other stakeholders.
Board governance and strategy in a changing global economic landscape
April 2023
The recovery from the pandemic has been uneven at best, and it brought its own challenges—chief among them inflation. Board-level strategy around such issues often requires weighing a proverbial constellation of economic data. While cost cutting is often the “standard playbook” response in this area, there is value in weighing all the options available to promote economic resiliency. Periods of volatility are also an opportunity for boards to reaffirm their stewardship commitments. Such actions can pay dividends in social capital – a return on investment that, while not measured in dollars, can be just as valuable.
Rethinking how tech trends shape governance and oversight
February 2023
Deloitte’s 2023 Tech Trends report offers a navigational framework for boardroom conversations in this area and specifically suggests a holistic governance approach where leverage of technology is based on the business use case rather than its perceived novelty or innovativeness.
The 2023 board agenda
January 2023
In this edition of On the board's agenda, we discuss some of the critical topics like board composition, technology, workplace, climate, organizational strategy and risks, and finally the board itself, that have remained relatively constant in the past five years, as well as new and emerging topics that will likely be on the board’s agenda in 2023.
2020
Governing through the pandemic
May 2020
It is too soon to know whether, how, and to what extent the COVID-19 pandemic will lead to permanent changes—the “next normal”—in how companies are governed or if, post-pandemic, we will go back to the way things were just a few short months ago. In the meantime, governing through the pandemic and the post-pandemic recovery raises a host of new challenges, while also offering potential opportunities.
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The atmosphere for climate-change disclosure
March 2020
Discussions and debates regarding the importance of environmental, social, and governance (ESG) disclosure have continued their fastpaced trajectory over the past several months. In January 2020, the CEO of the world’s largest asset manager stated, “... we will be increasingly disposed to vote against management and board directors when companies are not making sufficient progress on sustainability-related disclosures and the business practices and plans underlying them.”1
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1Larry Fink, CEO, BlackRock, CEO letter: A fundamental reshaping of finance, January 14, 2020
The strategic audit committee: A 2020 preview
January 2020
To anyone familiar with the role and responsibilities of audit committees, it will come as no surprise that the audit committee is sometimes called the “kitchen sink” committee. That is because at many companies, any topic that isn’t clearly the responsibility of another committee or the full board frequently ends up on the audit committee agenda.
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The 2020 boardroom agenda: More topics, more oversight
January 2020
The role of the board of directors and its committees is rapidly and constantly expanding. New matters seem to arise all the time, and the board is viewed, in the court of public opinion if not in courts of law, as being responsible for everything the company does or does not do. As both a result and an example of this perception of the board’s role, it is not surprising that when anything negative happens to a company, the first question asked is often “Where was the board?”
2019
International taxes: Seismic changes may be coming
December 2019
After decades of operating within a generally stable international tax regime, multinational companies have more recently seen a flurry of activity, thanks to a global focus on profit shifting and the US 2017 tax overhaul. With the potential for international tax rules to undergo seismic shifts in the next several years, board members would do well to keep an eye on the work being performed at the Organisation for Economic Co-operation and Development, or OECD.
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What the board needs to know about the future of mobility
December 2019
The transformation to a new mobility ecosystem—the "future of mobility"—is being driven by a series of converging technological and social trends: the rapid growth of shared mobility, including carsharing and ridesharing; the increasing viability of electric and alternative powertrains; new modes of transportation like e-scooters; and the growth of connected and, ultimately, autonomous vehicles (AVs). The result is a new ecosystem of mobility that can offer faster, cheaper, cleaner, safer, more efficient, and more customized travel.
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Outside the four walls: The board’s role in extended enterprise management
November 2019
Companies, including their boards and managements, have long understood that they do not function in a vacuum and that their success depends, at least in part, upon customers, suppliers, employees, and other constituencies. However, there is a growing realization that in the 21st century, companies operate in a greatly expanded and more complex ecosystem with numerous components, many outside their control, that create opportunities and pose risks. As a result of the expansion of their ecosystems, companies increasingly need to think outside the four walls—to reset their front lines—to effectively manage and grow their businesses.
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Stepping in: The board's role in crisis management
September 2019
There are actions boards can take now—and questions they can ask—to give themselves comfort that the organization is prepared to manage a crisis. When the stakes are high and scrutiny is intense, the board has a unique role.
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Board oversight of corporate compliance: Is it time for a refresh?
September 2019
Nearly 25 years have passed since a landmark decision of the Delaware Chancery Court involving the board’s role in compliance oversight. The case was based upon claims that the board in question had breached its fiduciary duty regarding compliance with legal requirements applicable to health care providers, leading to an extensive federal investigation, an indictment charging multiple federal felonies, and fines, penalties, and damages approximating $250 million.
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Trends in executive compensation
September 2019
The 2019 proxy season is largely over for calendar year-end companies, so it is a good time to reflect on a couple of key themes in executive compensation that emerged during the season.Achieving significant shareholder support for “Say on Pay” remains a top priority for issuers.
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2019 Proxy Review
July 2019
In recent years, the role of the audit committee—and, in particular, its oversight of the independent auditor—has been subject to increased scrutiny from regulators, investors, and other stakeholders. The independent auditor is critical to maintaining confidence in the reliability of financial information and, ultimately, in the proper functioning of the capital markets.
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CEO pay ratio: Leading indicator of broader human resource matters?
July 2019
Now that the CEO pay ratio disclosure requirement has been in place for two proxy seasons, it has demonstrated to be less impactful than some proponents and others may have expected. However, pay ratio disclosure may just be the opening salvo in an employee, shareholder, media, and regulators’ demands for additional employee and compensation data.
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Business Chemistry®: A path to a more effective board composition
June 2019
The average board member spends about 245 hours on board matters over the course of a year, according to the 2018–2019 NACD Public Company Governance Survey. However, less than one-third of this time, 74 hours, consists of board member interactions, such as telephonic and in-person board and committee meetings and a handful of board dinners.
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What to expect from auditor reporting of critical audit matters
April 2019
Audit reports for large accelerated filers will include a new section addressing CAMs beginning for audits of fiscal years ending on or after June 30, 2019, and for other public companies in 2020. This will be a dramatic change in auditor reporting and is expected to generate significant media attention, particularly in the first year of adoption. What is the board’s role with respect to CAMs? How are CAMs identified? What is being done to prepare for CAMs and what might boards expect? This edition discusses these questions and highlights considerations for boards in advance of the first auditor reporting of CAMs this summer.
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International taxes: Seismic changes may be coming
December 2019
After decades of operating within a generally stable international tax regime, multinational companies have more recently seen a flurry of activity, thanks to a global focus on profit shifting and the US 2017 tax overhaul. With the potential for international tax rules to undergo seismic shifts in the next several years, board members would do well to keep an eye on the work being performed at the Organisation for Economic Co-operation and Development, or OECD.
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Crisis resilience and the board—Taking risk oversight to the next level
March 2019
Companies seek to anticipate and avoid or proactively mitigate crises that pose risk to their business. As part of their oversight responsibility, boards seek to assist management in carrying out these responsibilities. However, no matter how prepared a company is, and regardless of the levels of management attentiveness and board oversight, crises will happen; they are a matter of when, not if. Because of this reality, it is important for companies, including their management and board, to build resilience.
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Social media and the board
February 2019
No one should be surprised that companies are extensive users of social media. A quick look at nearly any company website, marketing literature, or email signature reveals a group of icons showing the social media platforms on which the company has a presence.
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The 2019 boardroom agenda: Something old, something new?
January 2019
The end of an old year may cause some to heave a sigh of relief—another year is in the rearview mirror. However, board members and those who work with boards may be looking toward the horizon and wondering what challenges may arise in the coming year. Some challenges never seem to go away, and new ones seem to pop up all the time. Even challenges presumed to be over and done with can return, sometimes in a different guise or with a new twist.
2018
A conversation on blowing up best practices
November 2018
Detonate: Why—And How—Corporations Must Blow Up Best Practices (And Bring A Beginner’s Mind) To Survive, was published in 2018 (Wiley). Bob Lamm, an independent senior advisor to Deloitte’s Center for Board Effectiveness, recently sat down with one of its authors, Geoff Tuff, a Deloitte Consulting LLP principal and senior leader in the Innovation and Applied Design Practice, to address key concepts and practical approaches outlined in the book.
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Not if, but how: Evaluating the soundness of your digital transformation strategy
September 2018
Often for businesses to survive in today’s world, the question is no longer whether to consider a digital transformation strategy. Rather, as board members oversee management’s strategy, a more appropriate question may be how: How can our unique organization evolve and work differently to meet the demands of an ever-evolving marketplace?
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Audit committee disclosure in proxy statements—2018 trends
July 2018
Deloitte’s analysis of the 2018 S&P 100 proxies helps to provide transparency into audit committee oversight activities and performance provide a better understanding for investors. Investors and other stakeholders continue to push for greater proxy statement disclosure of both new and existing topics.
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The board’s role in corporate social purpose
July 2018
Corporate social purpose is broader than traditional corporate social responsibility activities and encompasses how the core business delivers positive economic, social, and environmental impact in the world. This On the Board’s Agenda explores how social purpose strategies, programs, and investments can be important assets, and how boards might enhance their oversight of their companies’ social purpose roles and actions.
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Industry 4.0
June 2018
The integration of digital and physical technologies is accelerating, enhancing companies’ ability to increase operational excellence and grow in ways that may not have been possible just a couple of years ago. This phenomenon, known as Industry 4.0, suggests a new revolution that enables smart, connected technologies to transform organizations, operations, and the workforce by increasing information flow, creating new insights, and revolutionizing business models.
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Sustainability and the board: What do directors need to know in 2018?
May 2018
Sustainability, which encompasses environmental, social, and governance (ESG) concerns, is increasingly positioned at the top of board agendas, and is now central to corporate competitiveness and a company’s continued ability to operate. Sustainability affects all sectors and challenges even the most progressive companies and the most thoughtful directors. There are a number of steps boards can consider and questions they can ask to gain a better command of emerging sustainability risks and changing stakeholder expectations.
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Corporate culture risk and the board
April 2018
Recent corporate scandals linked to problematic company cultures have resulted in questions such as "where was the board?" and "shouldn’t the board have known?" In some cases, board members themselves may have wondered why they were not informed of cultural problems and asked, "should we have conducted more due diligence?" These and similar questions, and the responsibility to protect both their companies’ and their own reputations, are leading directors to look for ways to better monitor corporate culture and to understand potential cultural risks and address problems before they get out of control.
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Is it time to review your board of director compensation program?
March 2018
Board compensation is on investors' radar. Unlike compensation for executives, non-employee director compensation is not subject to independent review. While shareholders must approve equity plans in which non-employee directors may participate, and while those plans frequently include limitations on individual equity grants or aggregate pay levels, shareholders are not required to approve the director compensation program as a whole.
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Cyber risk in the boardroom—Accelerating from acceptance to action
February 2018
Cyber risk is a top-level business risk that boards may find challenging to oversee and difficult to address. By using a maturity mode for board stewardship of cyber risk and understanding the actions available at each level of maturity, boards can accelerate their transition from awareness to meaningful oversight.
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The 2018 boardroom agenda—Dealing with challenges old and new
January 2018
Regardless of size, industry and other characteristics, companies frequently face a constant stream of challenges. These can include perennial challenges that require ongoing or periodic attention, as well as new challenges that seem to arise regularly. Developments in 2017 demonstrate the range and depth of the challenges faced by boards. Perennial challenges include strategy, risk, compensation, shareholder engagement, and regulatory uncertainty; evolving challenges include board composition, social responsibility, technology risk, culture risk, and the combination of innovation and disruption. It is likely that some, if not all, of these items could be on the board’s agenda in 2018.
2017
Board oversight of algorithmic risk
November 2017
In recent years, the role of the board has grown to encompass a plethora of technology-related risks and challenges. Although directors have long had oversight responsibility for risk, that responsibility now covers a variety of emerging technology risks. One area of technology risk that has not received much attention to date is algorithmic risk. This issue of On the board's agenda is to help board members understand algorithmic risk and provide tools for overseeing and addressing it.
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Winning with digital—What boards need to know about digital transformation
October 2017
Digital technologies and related business innovations are permeating everything around us—introducing new cultures, changing society, reshaping the competitive landscape, raising customer expectations, disrupting established business models, blurring the lines between industries, and creating unprecedented challenges—and opportunities—for companies everywhere. In light of this, digital transformation is now one of the most important strategic issues on the board's agenda.
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Audit committee disclosure in proxy statements—2017 trends
August 2017
Over the past several years, investors and other governance groups have sought expanded disclosures on how audit committees execute their duties. The SEC has not yet changed audit committee disclosure requirements in response to these efforts, and there is no indication that rule changes are likely any time soon. However, Deloitte's analysis of the 2017 proxies of S&P 100 companies indicates that over the past several years companies have generally increased voluntary disclosures about the role and activities of audit committees.
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Post-merger integration
July 2017
Many mergers and acquisitions, even promising ones, can fall short of delivering anticipated results. And shareholders often rarely pause to litigate. The potential consequences of M&A activity loom large to companies and to their boards. It is commonly in the board's interest to emphasize the importance of, and to oversee, a well-thought out M&A plan, including the often-overlooked post-merger integration.
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Managing brand risk in an age of social media
June 2017
In today's transparent, always-on world, control of brand messaging has shifted from organizations into the hands of increasingly connected consumers. With the touch of a key, consumers have the power to share information about companies instantly on social channels and significantly shape brand perception.
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The role of the board in an age of exponential change
March 2017
In a time of exponential change, both risk and opportunity abound. To survive and thrive, companies need to recognize the opportunities at hand and take deliberate action. Board members have a unique role to play in guiding transformation, challenging the basic assumptions of an organization, and helping foster a positive culture of exploration and experimentation to keep the business evolving as its environment changes.
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Assessing risk in incentive compensation plans
February 2017
While incentives can be powerful tools to properly align employees with the achievement of the company's objectives, boards of directors should consider whether there is a process in place to identify and mitigate the potential risks of incentive programs. Risk assessments need to be conducted annually, comprehensively, and holistically.
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Current trends in audit committee reporting
January 2017
For the past several years, various governance groups and investors have encouraged audit committees to disclose more information on how they execute their duties. Deloitte's latest proxy statement study confirms that voluntary disclosure is increasing at a slow and steady pace. While it is not necessary, or possible, to disclose everything an audit committee does each year in fulfilling its duties, providing additional insight into the structure and key activities of the audit committee can help increase investor confidence in both the audit committee and the company as a whole.
2016
The chief legal officer and the board: Dealing with challenges in a challenging role
November 2016
Being a CLO can pose challenges, particularly those that arise from the complex relationships among the CLO, the board of directors, and the CEO and other members of the management team. Many of the challenges associated with being a CLO stem from the fact that the CLO has two roles that can conflict with each other—an attorney and a member of management.
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Preparing for the new CEO pay ratio disclosure requirement
October 2016
In 2015, the Securities and Exchange Commission (SEC) issued a final rule requiring disclosure of the ratio of chief executive officer (CEO) pay to that of the median employee under Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act. The disclosure is required for the first fiscal year beginning on or after January 1, 2017, and as such, calendar-year companies will have to provide the ratio beginning with their 2018 annual proxy statement, based on 2017 compensation data. Despite this timeline, it is advisable that management consider providing the Compensation Committee with a preliminary assessment early in 2017, allowing the Committee sufficient time to understand the ratio and the underlying calculation, giving management time to develop its communication strategy (both internal and external).
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Framing strategic risk in the boardroom
September 2016
Accelerated economic cycles. Exponential technological advances. Increased competition. Changing customer demographics and preferences. Increased shareholder activism. New industry and regulatory requirements. Geopolitical uncertainty. The world is rapidly changing at an accelerating pace and these factors, along with many more, pose challenges to effective strategic risk thinking.
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The results are in—A review of the 2016 proxy season
August 2016
Examine the trends that have emerged from shareholder meetings held in the first half of 2016. While some companies hold their annual meetings during the second half of the year, it is likely that the trends identified from the first half of the year represent what we can expect in the future.
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M&A: The intersection of due diligence and governance
May 2016
Merger and acquisition (M&A) activity can be an important component—even a critical one—for a company's growth strategy. A successful acquisition can help a company make a quantum leap in terms of market presence, filling in gaps in a company's product or service portfolio, and improving profitability and other performance metrics. On the other hand, transactions that don't ultimately perform as expected, including not providing positive returns or resulting in large negative surprises, can cause serious damage to companies and their boards of directors, ranging from litigation to the ouster of managements and even board members.
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Board effectiveness: A focus on behavior
March 2016
Shareholders will be voting in many director elections during the 2016 proxy season, doubtlessly including some proxy contests as well as "routine" elections in which the only candidates are those nominated by the companies. Regardless of the nature of these 2016 elections, companies, investors, and regulators collectively recognize the importance of having an effective board of directors, and ever-greater emphasis is being placed on board structure, board composition, and board refreshment by all three groups. Board composition is one of the most critical areas of focus for the board, and if done properly, may be a strategic differentiator. Having the right mix of people who bring diverse perspectives, business and professional experiences, and skills, can provide a foundation for robust dialogue, informed advice, and input in the boardroom.
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Board composition: Greater than the sum of its parts
January 2016
Boards of directors have been around for a long time. So have annual meetings, when shareholders are asked to elect directors, and proxy statements, where information about the candidates' backgrounds and qualifications is provided. Thus, it might be somewhat surprising that board composition has become a very hot topic with investors, regulators, and others in the governance community—as well as in boardrooms.
On the other hand, ongoing regulatory changes, pressure from shareholders and investors, and business model threats are pressuring many companies to examine their board composition. And board composition is extremely important, arguably one of the most critical component of a corporation's governance, so it is only fitting that this is a topic on the board agenda.
Board composition is made up of many parts. Skills and qualifications, independence, diversity, tenure, and refreshment will be outlined as topics for the 2016 board agenda.
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