Uneasy lies the head that wears the crown. Corporate directors and officers know this all too well.
Top bosses have much to keep them awake at night – corporate performance and growth, changing regulatory and political environments, and emerging business risks such as cyber incidents. Add to this the changing nature of accountability, and the job of a corporate boss in today’s world is anything but child’s play.
Understandably, the expectations from regulators, investors and the general public are rising as business, social and political linkages deepen. This means that directors and officers (D&Os) are expected to take responsibility when things go south.
So what are the top risks facing directors and officers this year? Allianz Global Corporate & Specialty (AGCS) identifies the key trends to watch:
“Culture eats strategy for breakfast” – Peter Drucker
A simple hashtag turned into a movement. While most see it as a gender issue, the truth is that #metoo flagged the horrors of corporate cultures that do not discourage wrongdoings by executives in power.
And the responsibility to ensure a company has the right culture – from regulatory and legal compliance to fair practices – lies with corporate boards. According to AGCS, many D&O claims come from compliance failures – be it a failure to comply with laws and regulations, poor corporate governance or workplace HR issues.
“Risk comes from not knowing what you’re doing” – Warren Buffet
As times and trends change, some risks fade and others emerge. But awareness of these risks and mitigation plans could go a long way in containing their potential impact. From cyber attacks to environmental disclosures to events that could erode a company’s brand value and reputation, top bosses these days face a number of new risks. And investors are increasingly holding them personally responsible for turning a blind eye to such risks or not adequately planning for them.
“Good companies will meet needs, great companies will create markets” – Philip Kotler
Going global has its advantages: new markets, new opportunities, diversification… It’s easy to see why companies are attracted to foreign shores. But the unknown could come with surprises - some not always pleasant.
Cross-border trade and supply chains, as well as international cooperation between regulators, put top executives in a vulnerable spot. Plus, global rules and equations are changing constantly, making it harder for directors and officers to stay protected.
Digitalization is a double-edged sword. On the one hand, it can improve efficiency and open up opportunities. On the other hand, a wrong digital decision could lead to large losses.
Strategic decisions and investments in the Internet of Things (IoT), blockchain and artificial intelligence are being made daily, and they are increasingly being scrutinized by shareholders and regulators. Any fallouts from these decisions could trigger legal attacks on those who made them. Whether a data privacy breach or major IT system outage, CEOs and board members are the ones who are held responsible.
In the United States, securities-related class actions had a record year in 2018. Investors want a bigger say in board decisions on public offerings and mergers and acquisitions. They no longer shy away from expressing objection to decisions that they do not see as beneficial for the company.
The watch-list is by no means exhaustive. Tightening regulations, emerging technologies, increasing shareholder activism, escalating merger objections and the rise of regulator activism are among the many challenges facing corporate directors and officers today.
Being mindful of these risks and seeking protection against them could go a long way in keeping the head that wears the crown safe.