10 Essential Responsibilities of Boards
Next Generation BoardsDEIDiversityShareholder Stakeholder EngagementBoard and CEO AdvisoryBoard EffectivenessDiversity, Equity, and Inclusion Advisory
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July 22, 2021
Next Generation BoardsDEIDiversityShareholder Stakeholder EngagementBoard and CEO AdvisoryBoard EffectivenessDiversity, Equity, and Inclusion Advisory
Executive Summary
A roadmap that outlines the ten most essential responsibilities of boards in the effective board oversight of racial and ethnic diversity.
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The Harvard Law School Forum on Corporate Governance

What motivates board oversight of racial equity: The following risks and opportunities motivated directors’ increased focus on racial and ethnic diversity, equity, & inclusion (DE&I): reputation, strategy, financing, regulatory and compliance, and human capital. Directors did not cite the potential economic impact of racial inequity as a key motivator. 


Oversight in practice: Directors referenced one or more of the three major committees—audit, compensation, and nominations and governance—as having explicit oversight of racial and ethnic DE&I. Most boards undertake a hybrid approach to oversight—discussing the issue in committee, but also making it a full-board topic. The full-board discussions often center on the interplay between DE&I and strategy and on DE&I as a component of corporate culture. 


Where boards are focusing their attention: Directors indicated a heightened focus on racial and ethnic diversity as it relates to workforce diversity and representation; inclusion and belonging; retention, promotion and succession planning; and engagement on social and political issues. Few directors spoke about oversight of the potential impacts of their company’s products, services or operations on communities of color. 


Metrics and performance management: Directors—especially those who sit on the compensation committee—seek to identify the proper metrics to measure progress on DE&I and then to link executive compensation to performance against those goals. Directors also described the challenge of getting good data and interpreting it correctly. 


Challenges in a global context: Multinational corporations face a particular challenge when it comes to overseeing racial and ethnic diversity. Different regions and countries define and collect data on diversity in different ways. It is important to obtain the right data and to interpret it correctly. 


Guidance: Our conversations with directors led to the development of “10 Responsibilities of Boards in the Effective Board Oversight of Racial and Ethnic Diversity,” a roadmap for boards that wish to elevate their focus on DE&I. We fully recognize that boards need to incorporate this guidance into their oversight practices in a way that is tailored to their particular company’s context.

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