NACD and Marsh McLennan Call on Boards to Elevate Board Risk Oversight in New Blueprint
- Directors on boards with or without risk committees can use the Blueprint to assess if their board and committees have the mandate, members, information, and agenda necessary for expanded risk oversight responsibilities.
- Establishing a dedicated board risk committee can be an effective structure to enable boards to meet their expanding risk oversight responsibilities. However, only 8 percent of Russell 3000 companies have a dedicated board risk committee.
The Risk Committee Working Group, a panel of corporate board leaders from NACD-affiliated organizations, as well as senior leaders from Marsh McLennan, developed the Blueprint as both a call to action for boards to elevate their risk oversight and as an assessment tool for boards—with or without risk committees—to help them execute on expanded risk oversight responsibilities.
"Enterprises today face an increasingly complex risk environment, a demanding risk agenda, and rising stakeholder expectations," said Linda R. Gooden, a Risk Committee Working Group participant; director at GM, Home Depot, ADP, and others; and former Lockheed Martin executive vice president. "Crises—including the pandemic, supply chain disruptions, geopolitical turmoil, and financial distress—have combined and reinforced each other, stressing the reality that strong risk oversight is now a vital board function at all organizations."
Against this backdrop, the working group recommends that directors consider these four critical areas that will help boards frame and elevate their execution of risk governance and oversight to meet these challenges:
- Oversight structure. Boards must ensure that there are clear committee charters that define risk oversight responsibilities, roles, and the management structure and processes to support those responsibilities, whether there is a dedicated risk committee or not.
- Expertise and board composition. Some boards may need to increase board education, the use of external advisors, or a refresh of the board composition to meet an array of risk demands and risk management.
- Reporting and communications. Improving risk reporting starts with clarity on the board's risk responsibilities, as this guides the necessary content, structure, and cadence of information flow.
- Calendar and committee agenda. Despite crowded board agendas, directors should ensure that committee calendars and agendas allow time for discussions on emerging and evolving risks and impacts.
Only 8 percent of Russell 3000 companies have a dedicated board risk committee. As described in the Blueprint, for some organizations a dedicated risk committee can enable a substantive focus on risk and risk analysis, including emerging and non-defined risks, optimizing risk management and its link to strategy. The risk committee can also serve as an aggregator of risks overseen by the different board committees to help ensure all risks receive thorough oversight.
"In our work with clients, we see boards playing an increasingly vital role in helping their organizations maneuver through complexity by enhancing and strengthening their risk oversight," said Reid Sawyer, managing director and head of the Emerging Risk Practice at Marsh Advisory, and a member of the Risk Committee Working Group. "The Blueprint is an invaluable tool for directors to help them assess if their board is ready to execute on their expanded risk oversight responsibilities in this unpredictable environment."
"Our goal with the Blueprint is to help directors develop a deeper and fuller understanding of their companies' risk management, especially as board oversight and responsibilities in this area expand, and be prepared to take action in a crisis," said Peter Gleason, president and CEO of NACD. "Each organization must consider its own maturity, ongoing strategies, and particular pressures, and should use the NACD guidance as a starting point from which to develop a plan that best fits their needs."
A digital version of The Future of the American Board Risk Committee Blueprint is available at NACDonline.org.
The Risk Committee Working Group is the fourth Future of the American Board panel to publish a Blueprint guide this year, following the Compensation (March), Audit (April), and Nominating and Governance (May) committee working groups.
About NACD
The National Association of Corporate Directors (NACD) is the premier membership organization for board directors who want to expand their knowledge, grow their network, and maximize their potential.
As the unmatched authority in corporate governance, NACD sets the standards of excellence through its research and community-driven director education, programming, and publications. Directors trust NACD to arm them with the relevant insights to make high-quality decisions on the most pressing and strategic issues facing their businesses today.
NACD also prepares leaders to meet tomorrow's biggest challenges. The NACD Directorship Certification® is the leading director credential in
With an ever-expanding community of more than 23,000 members and a nationwide chapter network, our impact is both local and global. NACD members are driven by a common purpose: to be trusted catalysts of economic opportunity and positive change—in business and in the communities we serve.
To learn more about NACD, visit NACDonline.org.
About Marsh McLennan
Marsh McLennan (NYSE: MMC) is the world's leading professional services firm in the areas of risk, strategy, and people. The Company's more than 85,000 colleagues advise clients in 130 countries. With annual revenue of over
About Future of the American Board
NACD convened the Future of the American Board Commission—a diverse, influential group of seasoned board leaders from top private and public companies and notable governance practitioners from across the investor, regulatory, and academic communities—to help guide boards through an increasingly turbulent and unpredictable future. The Commission's perspectives and experiences shaped a comprehensive framework for board governance centered on 10 Key Principles that boards can use and adapt to ensure they are fit for the future. This framework, released in the fall of 2022, is accompanied by a set of practical blueprints, focused on the shifting roles of the key board committees, issued in the spring of 2023. Recognizing that committees are the engine of the American board, and that good governance begins at the committee level, NACD tapped world-renowned firms to help lead the Future of the American Board committees. Partners leading these working groups are KPMG (Audit), Marsh McLennan (Risk), Pearl Meyer (Compensation), and Korn Ferry (Nominating and Governance). For more information, visit view.nacdonline.org/futureboard.
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SOURCE National Association of Corporate Directors
