This article first appeared on PropertyCasualty360.com on Oct. 26, 2021.
By Rich Edsall
In insurance, responsibility means risk. Properly interpreting those risks means superior performance. For CEOs, the C-suite and board members, their responsibility is to their investors and strategic goals. As those responsibilities evolve in the real world, specialty insurers must keep up with each change.
The D&O landscape was previously ruled by financial reporting claims, but in recent years we’ve increasingly observed litigation against directors and officers for wide-ranging social issues. The trends now dominating the D&O landscape are:
- an increase in activist investors,
- a growing focus on board diversity, and
- a shift toward prioritizing climate-friendly business goals.
These trends have affected our understanding of and predictions for the market and changed how we review and price risk, which ultimately drives our bottom-line success.
Here’s what’s happening:
Passive Investors are Becoming Activist Investors
Activist investor activity remains high. Almost every week, there is a new story about activist investors requesting leadership changes or asking businesses to re-define their models. In addition, as public sentiment focuses more on ESG (environmental, social and governance) efforts, including diversity and inclusion and sustainable initiatives, boards and leadership look to follow suit. Earlier this year, one activist investor, a small hedge fund named Engine No. 1, gained support from shareholders to oust and replace three of Exxon’s board members. Engine No. 1 didn’t think the oil company was doing enough on sustainability and was frustrated Exxon hadn’t been shifting away from fossil fuels.
Diversity continues to be an emerging trend in governance. Diversity in experience, expertise, gender and point of view is another way we look at board makeup and we determine risk and success opportunities. We have both a public and private D&O team looking at leadership teams of companies. We think about questions such as: Is this board made up of the experts this particular company needs? Are there any IT or technical backgrounds on the team? How are they developing their board? Are they drawing from a diverse pool?
Board diversity in terms of gender has made significant gains, while racial diversity is still lacking. According to Harvard Business Review, in 2020, only 4% of directors were Black (up from 3% in 2015), while female directors held 21% of board seats (up from 13% in 2015). Increasing diversity metrics at the Board level should not be the only priority, however – there should be active DE&I initiatives throughout the organization.
ESG, Corporate Resilience and Business Alignment
ESG and sustainability considerations are moving to the forefront in business decisions and development as more findings about global warming and climate change arise. ESG has financial benefits according to fund research company Morningstar, as ESG and sustainability funds outperform similar companies without ESG initiatives.
While we might work with our clients on ESG vision, we still don’t know what the right mix of investment and strategy is. Of course, one must ask: Should sustainability-focused companies have major ownership in fossil fuels? It’s an important question for leadership teams to examine. Across the industries, businesses and boards should look for alignment in business vision and corporate investment. In the example of Tesla, investment in sustainable energy should be a priority for them. When there were discussions about the energy impact of bitcoin, Tesla reconsidered their corporate investment in the digital asset. We expect more of this to occur.
In addition, a study on the rebound of companies in the wake of the 2008 global financial crisis found that those companies that prioritized corporate social responsibility recovered more quickly than others.
There is no doubt social change will continue to rearrange corporate board makeup. Innovations in governance, consistency in vision, and focus on a sustainable future are key to board stability. As an underwriter that looks at all sides of a board and senior management team, my advice to brokers is simple: Look for ways to mitigate risks before they happen by talking with your clients about how they are responding to social change and concerns about sustainability today.
The commonplace conversations about hybrid work, diversity, inclusion and sustainability are here to stay. It’s important for boards to think innovatively about adding leadership that can help navigate these changing waters.
1) In 2020 stocks, according to Morningstar. Via NYTIMES.