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• NACD’s A Framework for Governing into the Future report published in October 2022 aims to help boards become better stewards of long-term value creation for all stakeholders
• Below are the 10 areas of the principle-based framework NACD proposes for ongoing governance improvement at both public and private companies

Source:  National Association of Corporate Directors (NACD)

On Objectivity and Oversight, the report states…

►  ILMAM’s Optimal Board Program framework can help companies optimize their overall board work cycle, while considering the relevant drivers and trends

• NACD’s A Framework for Governing into the Future report published in October 2022 aims to help boards become better stewards of long-term value creation for all stakeholders
• Below are the 10 areas of the principle-based framework NACD proposes for ongoing governance improvement at both public and private companies

Source:  National Association of Corporate Directors (NACD)

On Agenda and Information, the report states…

►  ILMAM’s Optimal Board Program framework can help companies optimize their overall board work cycle, while considering the relevant drivers and trends

• Aon’s Middle East ESG Trends 24^th November presentation explored the latest Middle East Environmental, Social and Governance (ESG) trends and how they are influencing firms across the region
• The graph below illustrates insight from the GCC Pulse Survey section regarding boards and ESG

Source:  Aon’s Middle East ESG Trends, November 2022 (responses shortened)

Key findings…

• A large majority of GCC respondents stated that their board has defined ESG matters of importance to the company or at least discussed ESG
• A similar majority indicated that their company either has an ESG strategy, working on one or considering doing so
• However, elsewhere in the survey, a lower percentage of the respondents stated that their board monitors ESG related initiatives, directly or through committees, or linking management incentives to their success

►  ILMAM’s Optimal Board Program framework can help companies optimize their overall board work cycle, while considering the relevant drivers and trends

• PwC’s 2022 Annual Corporate Directors Survey has gauged the views of 704 US public company directors representing over a dozen industries, 72% of which have annual revenues of more than $1 billion
• The graph below illustrate select responses by the surveyed public company directors

Source: PWC’s 2022 Annual Corporate Directors Survey, October 2022

Food for thought…

• Strategy, deemed by many as one of the board’s most important functions, was noted by respondents as the area not receiving sufficient attention the most.
• Also, the fact that ESG has a lower percentage does not necessarily mean that it is receiving sufficient attention as the report states elsewhere that only 45% of the respondents believe ESG issues impact company performance and a mere 11% think environmental/sustainability expertise is important to their board.

►  ILMAM’s Optimal Board Program framework can help companies optimize their overall board work cycle, while considering the relevant drivers and trends

• In its 37^th edition, the recently released 2022 US Spencer Stuart Board Index offers a useful guide to board composition and governance practices at S&P 500 company boards
• The graphs below illustrate select responses by the surveyed S&P 500 companies

Source:  2022 US Spencer Stuart Board Index

Food for thought…

• According to the report, the average number of board directors as well as the number and prevalence of standing committees has remained steady over the past decade.
• However, with increased uncertainty and an abundance of emerging risks, it remains to be seen if independent risk committees will become more prevalent going forward, possibly driven by regulation.

►  ILMAM’s Optimal Board Program framework can help companies optimize their overall board work cycle, while considering the relevant drivers and trends

• In its 37^th edition, the recently released 2022 US Spencer Stuart Board Index offers a useful guide to the shifting composition and governance practices of S&P 500 company boards
• Although local, industry and company maturity levels particularities may apply, the 70+ page report available on Spencer Stuart’s website provides food for thought to other companies as well
• Below are the distribution of responses regrading the number of board meetings held annually by the surveyed S&P 500 companies

Note: 1.  Includes in-person and telephonic regular and special meetings
Source:  2022 US Spencer Stuart Board Index

The report concludes that the number of meetings is returning to the Pre-Covid-19 levels, adding:

►  ILMAM’s Optimal Board Program framework can help companies optimize their overall board work cycle, while considering the relevant drivers and trends