The Role of the Board in Risk Oversight

This Director Notes is the first in a series of four studies developed in collaboration with Davis Polk & Wardwell to provide guidelines and examples to member companies of The Conference Board on emerging practices following the SEC enhanced disclosure reform of December 2009. The analysis of 2010 proxy statements from Dow Jones Industrial Average 30 companies shows that, at the board level, two models of risk oversight are emerging: the committee model and the active board model. A majority of the surveyed companies delegate the primary responsibility for coordinating risk oversight to a standing committee of the board (typically, the audit committee or, more often in the case of financial institutions, a dedicated risk committee).