The National Association of Corporate Directors’ new article, “Seeing Opportunity in Reputation Risk,” explores how effective board oversight of corporate responsibility (CR) and environmental, social, and governance (ESG) strategies, practices, risk management, and crisis preparedness can not only help manage strategic risk, but also result in enhanced reputation.

The article can be downloaded from the NACD site at no charge.

The following is an excerpt from this article by Jeff Hoffman and Andrea Bonime-Blanc, which appears in the March/April issue of NACD Directorship magazine:

“ESG and CR are frequently not on boards’ radar. When they are, there is rarely sufficient time allocated to their discussion. There are reputation risks and value creation opportunities that can be found beyond what is normally discussed at board meetings. Unfortunately, many ESG and CR risks are unknown to the board until an incident happens and it goes public—and possibly viral. The risks around ESG and CR are generally easy to identify, mitigate, and plan around. While being prepared for the worst-case scenario may take time and effort, it will be far less painful than the alternative: negative headlines and conversations on social media.”

Download the article.

The announcement by the Department of Justice Fraud Section that it hired Hui Chen, a lawyer with previous experience as a federal prosecutor and international corporate compliance, as a full-time Foreign Corrupt Practices Act compliance expert shows that compliance should be high on corporate agendas for 2016., writes Sarah C. Baskin in the Corporate Compliance and White Collar Advisor, published by Jackson Lewis.

“The DOJ’s move will likely lead to even greater and closer scrutiny of compliance programs. The first step employers should take in responding to this change is to conduct a prompt and thorough review of their compliance programs, starting with their Code of Conduct, their internal controls, monitoring, hotline, management of investigations and reporting protocols to law enforcement,” Baskin writes.

The article lists the key elements of a good compliance program.

Read the article.

The National Association of Corporate Directors (NACD) recently released the 2015-2016 NACD Public Company Governance Survey, which compiles benchmarking data on governance trends and practices from more than 1,000 public company governance corporate directors and governance professionals. A few of the key findings from this year’s survey include:

• Almost half of boards are unprepared to respond to activist investors.
• M&A is now a leading board priority.
• Executive compensation is changing in response to shareholder pressure.

Full results of the survey are available exclusively to NACD members, but you are invited to download a complimentary copy of the highlights from this year’s report as a sample of the valuable insights NACD provides to its members, the association says.

Download the highlights.

The pursuit of legitimate corporate strategic goals is increasingly running into the concerns of corporate officers who see themselves at greater personal legal risk if there are ever allegations of corporate misconduct, writes Michael W. Peregrine, a partner at the law firm McDermott Will & Emery in an article in The New York Times.

He writes that new enforcement policies from the Justice Department and Securities and Exchange Commission regarding individual culpability of corporate officials contributed to this tendency.

He outlines some that proposals that “should help reduce the anxiety of gatekeepers and other management team members concerning their personal liability exposure. In so doing, these steps may remove unnecessary barriers to the use of corporate strategies.”

Read the article.