Cyber Experts Join the Board
New Rules Proposed by the SEC for Cybersecurity Risk Management, Strategy, Governance, and Incident Disclosure by Public Companies
The Securities and Exchange Commission proposed amendments to its rules to enhance and standardize disclosures regarding cybersecurity risk management, strategy, governance, and incident reporting by public companies. It proposed two possible rules, one of which would call for adding a cyber expert on the board. The comment period for the proposal closed on May 9th. A conference on the topic is scheduled on June 16th in Washington, DC.
SEC Chair Gary Gensler noted: "Over the years, our disclosure regime has evolved to reflect evolving risks and investor needs. Today, cybersecurity is an emerging risk with which public issuers increasingly must contend. Investors want to know more about how issuers are managing those growing risks. A lot of issuers already provide cybersecurity disclosure to investors. I think companies and investors alike would benefit if this information were required in a consistent, comparable, and decision-useful manner. I am pleased to support this proposal because, if adopted, it would strengthen investors’ ability to evaluate public companies' cybersecurity practices and incident reporting."
Should the amendments pass, the new duties for boards and management would include:
- current reporting about material cybersecurity incidents;
- periodic update reports about previously reported cybersecurity incidents;
- periodic reporting about a registrant’s policies and procedures to identify and manage cybersecurity risks;
- the registrant’s board of directors' oversight of cybersecurity risk;
- management’s role and expertise in assessing and managing cybersecurity risk and implementing cybersecurity policies and procedures; and
- annual reporting and proxy disclosures about the board of directors’ cybersecurity expertise.
The intent of the amendments under review is to better inform investors about a registrant's risk management, strategy, and governance and to provide timely notification to investors of any material cybersecurity incidents.
It is wise to review the competencies and expertise needed for your board work ahead.
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Cybersecuirty Risk ESG
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