In the latest episode of the Governance Matters podcast from Governance Intelligence, we hear from Megan Gordon, partner at Clifford Chance, about some of the best ways to implement the SEC’s new cyber-security rules.
These went into effect at the end of 2023 and are generating a lot of queries from governance teams seeking to apply them both to their upcoming Form 10K filings and – should an attack occur – potentially in a Form 8K. For example, the rules require companies to report material cyber-security incidents within four business days of determining that the incident is indeed material. This naturally raises the question of what qualifies as ‘material’.
The rules also require companies to disclose in Form 10K filings about their cyber-security risk management, strategy and governance. Companies must describe their processes for assessing, identifying and managing material risks from cyber-security threats. As with incident reporting, there are questions about how much companies should make public in balancing the SEC’s requirements while not revealing information that could raise security or liability risks.
Gordon has advice for governance teams on how they can be thinking about the new reporting, best practices for creating the necessary policies and processes, what early Form 8K and Form 10K filings indicate about companies’ approaches and what boards need to know.
Later in the episode, we hear from Marion Lewis, CEO of Govenda, about how AI is helping corporate secretaries manage their board. She explains actions they should take when looking to use an AI tool for board management, how to make sure boards use AI safely, how board members think about having AI both in the boardroom and across the company, and what AI issues should be on their 2024 agendas.
You can find out more about AI and board management in our recent Governance Playbook here and more from Lewis on AI in governance here.
The Governance Matters podcast provides listeners with insight into cutting-edge issues of the day for corporate secretaries, general counsel and other governance professionals.
The series looks at how the roles of the corporate secretary and the board have evolved over time, as well as how the governance landscape continues to change. From ESG and entity management to shareholder engagement and technology, hear from award-winning governance professionals and leading advisers about the latest public company governance matters.
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Ben Maiden
Ben Maiden is the editor-at-large of Governance Intelligence, an IR Media publication, having joined the company in December 2016. He is based in New York. Ben was previously managing editor of Compliance Reporter, covering regulatory and compliance...
