The 2026 board agenda: A mid-year review

Intro: Welcome to the Corporate Director Podcast, where we discuss the experiences and ideas behind what's working in corporate board governance in our digital tech-fueled world. Here, you'll discover new insights from corporate leaders and governance researchers with compelling stories about corporate governance, strategy, board culture, risk management, digital transformation, and more.

Dottie Schindlinger: Hi, everybody, and welcome back to the Corporate Director Podcast, the voice of modern governance. My name is Dottie Schindler, executive director of the Diligent Institute, and I'm joined once again by my two amazing co-hosts, Megan Day, strategy leader here at Diligent, and Kira Ciccarelli, who's our head researcher for Diligent Institute.

Kira, Megan, how are you both doing today?

Kira Ciccarelli: Good, Dottie. How are you?

Dottie Schindlinger: Hanging in there. Megan, how are you doing?

Meghan Day: Doing well, doing well. But I have a fun, I think- ... maybe interesting or unique, uh, unique topic that I want to get your take on. I wanted to talk to you both about a study I came across from Stanford.

It's a Stanford Closer Look study called When Directors Need Direction. Great title. And one of the big takeaways is that directors are not just relying on formal board processes. They're actively using personal and professional advice networks to help them think through leadership, oversight, strategy, governance, you name it, all of the complexities that we know are rich of being a board director today.

Dottie Schindlinger: Well, so that resonates very strongly for me, and Cara, I bet it does for you, too, 'cause we found something similar in our research back in, I'm gonna say 2020. Is that true?

Kira Ciccarelli: I think we have been seeing this number on the rise in our What Directors Think reports throughout the years as well, as far as how are directors preparing for board meetings and what are some of the sources that they're turning to, I think, in times where oversight is feeling a little bit more challenging for them.

And the agenda article, Megan, that I think is referencing the study you're talking about also brings up that point, and we're seeing directors turn to their own personal networks a little bit more to get some feedback.

Meghan Day: Yeah, their, uh, informal kitchen cabinet of advisors, as it's described. And it's a relatively small sample, but, uh, it was really interesting.

86% said they seek work-related advice from personal friends and acquaintances, and 18% use a paid professional coach. A lot of what I've read focuses on the personal friends of, and acquaintances, but I do think 18% using a, a board coach is also really interesting, too.

Dottie Schindlinger: I think that's interesting. It's higher than I expected it to be and lower than I want it to be.

Meghan Day: Well, I, I didn't know there was a market for such a thing. So there's that, too.

Dottie Schindlinger: Well, I will say, I, I learned this, Megan, I didn't know that either, and I learned this recently because I had the opportunity to do a session with Heidrick & Struggles', uh, global coaching practice at the in- invitation of a dear friend, David Peck, who asked if I would come and talk about what's happening in boardrooms for this group of global executive coaches.

And I was surprised by how many of them are brought in to work with board members- Huh ... which I thought was really interesting. They're usually brought in at the behest of the CEO, and it's usually a very positive experience. You know, it's, it's kind of helping them out. It's helping them see things differently.

I mean, look, this, this goes back to the same thing that we say a lot on this podcast about how challenging these jobs are, being a good director, and how you need support. And who are you gonna talk to, right? Like, you can't necessarily share your concerns with downstream staff without raising a lot of alarm bells.

But, you know, there are times when there are really thorny issues that you would appreciate having a knowledgeable colleague to talk them through with. And who can you talk to? You know? Yeah. Maybe fellow board members, sometimes not. You know, sometimes you need someone who doesn't have a lot invested in the situation to be a confidential sounding board.

So I'm not surprised at all that directors are kinda creating their own little universe of people that they can rely on. My question to both of you is: how soon before that trusted set of advisors are no longer human?

Kira Ciccarelli: Well, it's interesting you say that, Dottie, because I was actually a little bit surprised to see this article and this study, um, and some of the findings just because I think I'm in AI world so often these days, and our most recent survey findings of U.S.

public company directors, where we were asking them about how they're using AI in their board work, a lot of them are using it to educate themselves on unfamiliar topics and kind of areas like cyber or, you know, maybe asking AI questions about AI itself, and kind of using it to get a little bit smarter on new areas of oversight that they don't maybe feel quite so comfortable in.

And it was a little bit reassuring for me to see that that's also being juxtaposed with this consistent human interaction as well. So we're seeing an uptick in use of AI in board work, but then I think the flip side of it is that as the landscape grows more complex, stays very difficult for directors to oversee, that they're also still keeping this human perspective in their purview as well.

Dottie Schindlinger: Well, it reminds me a lot of this conversation that I got to have with Jon Rohde, which we're gonna air for you today. Um, Jon is the co-leader of the KPMG Board Leadership Center, and I always love when I get a chance to talk to him because he's one of these people who can take very complex, nuanced, difficult issues and then break them down like, "Okay, here's the three things you need to know."

So I really appreciate having the chance to talk to Jon, and we talked about a wide array of things happening in corporate governance. The idea for this conversation was, okay, we're beyond the halfway point of the year. At the start of the year, there was this laundry list of things that were on directors' plates as priorities.

How's it going and what should be on the plate for the rest of the year? So we had a chance to just kinda talk about a wide range of issues. But if I was gonna form a kitchen cabinet for who I wanna be able to call for my director service, Jon's at, like, near the top of that list. Why don't we give it a listen, and we can come back and talk about what we heard?

Joining us on the Corporate Director podcast today is John Rohde, co-leader at KPMG's Board Leadership Center. John, thanks for coming back on the show with us. It's great to have you.

John Rodi: Yeah, good to be here, Dottie. Good to see you again.

Dottie Schindlinger: So I know you've been a guest on the show, but in case our guests are not familiar with you, let's have you share a little bit more about your background at KPMG and some of the things that you do.

John Rodi: Yeah. So I am the, uh, co-leader of our Board Leadership Center at KPMG. Been with the firm for 34 years, also an, um, audit partner as well. So, uh, good to be with you again, Dottie.

Dottie Schindlinger: It's great to have you. Uh, well, I was excited to have you come join us on the show because now we're, you know, kind of at the end of Q2.

We're at the, you know, beyond the midpoint of the year. And, you know, this has been a wild ride. Um, and it looks like the second half of the year is shaping up to be just as volatile and challenging as the first six months, if not maybe more so. So let's, um, let's have you start us off with the big picture.

From your perspective, what are the big issues and challenges that are shaping current boardroom conversations?

John Rodi: Yeah, you know, since we, uh, published our 2026 board agenda, uh, series back in January, we've seen really the convergence of a number of macro risks and, you know, business challenges become even more evident and more urgent in boardroom conversations, from geopolitical issues, uh, AI's impact on business and workforce, cybersecurity risk, you know, being amplified by a- by, by AI, the, uh, you know, fragmented regulatory patchwork, US, California, EU, for example, and, uh, really, uh, the, the, uh, uptick of Investor activism really has kind of, kind of made the boardroom agenda, yeah, more and more challenging.

Dottie Schindlinger: I mean, that's quite a list. Yeah. That's, you know, that's not for the faint of heart. So l- let's, let's, um, kind of go a little bit deeper on geopolitical and macroeconomic risk. You know, what, what are some things that you're seeing there? You know, what are the, what are the things, the trends that you're watching?

Do you have any practical takeaways for boards? I mean, that might not be a very fair question 'cause it's such a big topic area, but wh- what do you advise boards to, to think about?

John Rodi: Yeah. You know, the, uh, geopolitical landscape and the, uh, macroeconomic environment are just more volatile and challenging than, you know, it, it seems that we've seen in y- you know, really generations.

From the energy shock and the economic impact of the war in Iran, uh, US domestic energy base, um, you know, we've seen, you know, uh, this creates a, uh, a challenge for boards. You know, the, the Fed's in a challenging spot in, in terms of calibrating growth, inflation, employment. You know, the recent period of near zero interest rates has probably obscured some, uh, weak strategic decisions by making capital so cheap for so long.

With the cost of capital rising, companies will need to be far more selective about where they invest. Private credit, we've seen the concerns there. Um, you know, it grew quickly, relatively opaque, and now it's pretty concentrated. So it's, yeah, um, uh, maybe some key takeaways for boards, um, to kind of think about, couple of thoughts to, to share there is, um, you, you know, uh, thinking about supply chains as really more of a strategic asset.

You know, companies are prioritizing friendshoring, nearshoring to build resilience. Balance sheet discipline has certainly returned, uh, uh, levels of leverage that seemed acceptable a few years ago are now, uh, now appear risky in a higher rate environment. Geographic investment decisions require that k- uh, that kind of political lens.

Uh, you, you know, and m- m- maybe last point I'll make on, on this topic is, you know, speed. Speed has become really a competitive advantage. Organizations that move quickly on acquisitions, on pricing or market entry are really better positioned to capitalize on the narrow windows of opportunities that, uh, they see in front of them.

Dottie Schindlinger: You know, John, I, I, as you're talking, I'm won- I have a question to ask you. Uh, it, you may not have an answer to this, and it's fine, we can always cut it out if need be. But I have a question to ask you because as you're talking, I'm thinking about the fact that we have come through this really kind of almost a 30-year period of very cheap capital, very low interest rates, falling interest rates, near zero interest rates.

You know? But that wasn't true back in the '70s and the '80s, even the early '90s. Are, are there any lessons we can derive from that period in history, or has the environment changed just too much and those playbooks are kinda useless now? I mean, what, what are your thoughts there?

John Rodi: You know, I, um, it seems like the lessons in the past, you know, can't, can't teach us something, right?

I, I... We always say that these are unprecedented times, but I think there probably is something to learn from, from, from past crises, right? A-and I, I think that the, you know, kind of how do you, how do you learn from it is the key, right? So, uh, maybe not a, yeah, maybe not a direct answer to your question, Dottie, but I, but I think so, you know, certainly there is something to learn from the past, I would say.

Dottie Schindlinger: Yeah. Well, let's talk about the present and the future. Um, and of course, you know, it's our favorite two-letter acronym, AI. Yeah. Wow. AI, AI, AI. So I mean, look, it continues to evolve at just a breakneck speed, and there's so many questions about return on investment, the risk, the implications for workforce, for the economy.

Where are you seeing boards focusing their conversations now? You know, do we, do we know what good looks like in terms of AI adoption and governance yet, or is that still an open question?

John Rodi: Yeah. You know, this is the, the, the topic that boards want to discuss, right? And, and a-again, they're coming at it from a governance standpoint.

What, what questions should, should boards be asking? And there's clearly intense pressure to show a return on the AI investments that companies are making, right? Uh, but the initial allure o-of AI, you know, you know, seeing tasks done in seconds versus hours is, is wearing off with the realization that, that more is not necessarily better.

You know, this concept of this treadmill of infinite productivity. You know, AI is, is really becoming more about workforce and organizational transformation than about the technology itself. And companies are beginning to see AI as increased organizational capacity as a worker, you know, getting things done, not just a technology tool for saving time and increasing output.

But the search for, for the return on AI investments, you know, what does ROI look like? How are you measuring it? When will we see it, is, is being met by this broader question of AI's transformational implications. Um, you think of it as, um, you know, do we delegate AI agents down and build a hierarchy? Do we spread agents across an organization?

Should we have specialized agents for, for, for tasks or agents as digital employees tackling multiple tasks? You know, kind of, kind of boards are, boards are asking themselves, you know, what, what does good look like? And, and I think it's kind of moving beyond the productivity side of it to how does it really change how, uh, how work gets done, right?

That's, that's the next phase of where we're at, I think.

Dottie Schindlinger: So on that point, what are you seeing that's kinda working in terms of the risk side? You know, what are some of the, the AI governance and guardrails that you're seeing boards talk about or put in place that, that actually are working?

John Rodi: There's a lot of tension between the pressure to move fast, but not too fast, right?

So, a- and, you know, thinking about empowering employees to experience, uh, to experiment with, with AI is, is necessary, but it, it needs to be counterbalanced with strong governance and guardrails. And we're seeing AI being more clearly ranked as an enterprise risk, you know, right up there with cybersecurity, with financial risk, um, regulatory compliance risk.

A- and as a result, boards are focusing on AI risk management efforts, you know, um, a more disciplined approach involving company policies and principles, AI risk classification matrices. Uh, maybe some key takeaways what we're hearing in our conversation with directors as, as far as key risk, you know, legal and regulatory compliance risk for sure, and determining the company's baseline standard given the evolving patchwork of laws and regs.

Human in the loop, ensuring that judgment and accountability, uh, you know, still remain with people not ceded to automated decisions. Vendor and supply chain risk, data governance and security, brand and reputation risk. Those are kind of the key, key risk area of focus that we're seeing.

Dottie Schindlinger: On that front, especially thinking about the regulatory side, you know, the, the EU AI Act goes into full force August 2nd.

Is that something that you're spending any time talking to American companies about?

John Rodi: If they have European exposure, for sure. But other than that, not, not really a focus, Dottie.

Dottie Schindlinger: Yeah. Okay. That's fair. Um, let- let's go back to something that you said in your answer about cybersecurity, because of course that's been a top issue in boardrooms for 15 years, 20 years.

But obviously a lot is changing, right? AI is changing the stakes around cybersecurity. Quantum is coming faster than we sort of thought it was going to. So how are cybersecurity conversations evolving in the boardroom? Are they evolving? Do they need to evolve more?

John Rodi: Yeah, you know, I mean, cyber, cyber is, um, you know, probably right up there.

I mean, and, um, uh, maybe it goes hand in hand with, with AI risk. And boards are just, uh, rightly, rightly concerned about it. Just a couple of, couple of thoughts. You know, AI-generated, you know, deep fakes have become very sophisticated, very effective. But, but other factors have also intensified the boardroom focus on cybersecurity.

You know, nation states and cyber criminals that are working together. You have AI models are able to exploit major vulnerabilities in widely used systems. Think about Anthropic's Mythos and which is potentially seen as, you know, too dangerous to release to the public. That could be a marketing ploy, who knows?

The, um, timeline for quantum computing, y- y- you know, uh, just, just keeps accelerating. You have hackers and adversaries like China are harvesting encrypted data today, you know, with, with, with quantum technology, you know. And cyber risks, you know, really now extend beyond just kind of Those direct network attacks.

You, you have vendors, contractors, suppliers, tech providers. So, you know, the, the risks are there, and it's... and, and we've all heard the saying, it, it's a matter of when, not if it happens. So, so- Mm-hmm ... I think these, you know, these issues keep, keep boardrooms up at night for sure.

Dottie Schindlinger: You know, when I think about cyber though, it's, it's tied very closely to what's happening on the regulatory front, right?

Because of course a lot of the things that we think about and talk about around cyber all kind of evolved from rules that we needed to comply with, framework standards, et cetera. So look, it's a really complex picture in the US right now. There seems to be a bit of a lighter touch, um, around regulation, but not universally so, and there's a lot of regulation at the state level, even at the, the city level that has become more complex to navigate, not easier to navigate.

So I'd love to have you kind of just share with us what are the things that boards should have on their radar in terms of regulatory developments, and does that differ by company, industry, or is, are there some things that are kind of universal?

John Rodi: Yeah, you know, from a boardroom perspective, Dottie, we're, we're hearing an emphasis on treating regulatory risk as a strategic variable versus a siloed compliance risk, and that, you know, mission-critical risk, including legal, regulatory compliance, be explicitly integrated into risk and governance processes and frameworks.

And the regulatory fragmentation across the US state and global jurisdiction has become kind of a defining feature of the global business environment, really directing in-- really directly impacting decisions on where to grow and expand, how to structure products and safeguard data, where to incorporate, where to reincorporate, um, how to design governance and kind of control frameworks to withstand shifting or even conflicting, y- you know, rules and regulations.

Dottie Schindlinger: That's great. I totally agree with you. I think, um, you know, it is, it is interesting how as the regulatory picture changes, it's not necessarily making things easier.

John Rodi: Right.

Dottie Schindlinger: It's just making things more complex and more confusing. So, um, I wanna shift gears a little bit and talk about the KPMG Board Leadership Center's work on how boards are engaging in strategy, which I find really interesting.

I know at the start of the year in our research, we found, you know, boards were telling us that they think overseeing strategy has gotten a lot harder, and they were telling us it's one of the most challenging areas for them to oversee right now, which we thought was a pretty interesting answer. So I, I'd love to hear what you've learned about the way boards are leaning in on strategy that looks different than in years past, where strategy was really kind of owned by management and the board just oversaw it.

So what's changed? How does it look today?

John Rodi: Yeah, for sure. So I, I think, you know, gone are the days of the, you know, one or two-day offsite strategy discussion With the board kind of once or twice a year, right? A- and we're seeing this deeper level of board engagement and strategy with a particular focus on strategic execution, along with, you know, long-term strategy.

Historically, you know, boards have spent more time on long-term strategy, but oversight of kind of the, the execution of strategy has become increasingly important given the volatility and the uncertainty companies are facing in light of the issues that we've been talking about. Um, you know, boards need to really help link strategy and risk, right?

Challenge assumptions, monitor KPIs and key risk indicators, encourage pivots when a, a pivot needs to occur, help bridge the strategy gaps that management might be missing. And while the long-term strategy sets the company direction, you know, kind of those, you know, executing on the strategy helps ensure their survival and the b- a- and the value creation for an organization i- in the face of the real time shocks that, uh, we, we've been seeing.

So may- maybe kind of last comment I'll make here is kind of boards engage in, you know, kind of challenging scenario planning to, to help stress test the long-term strategy of, of an organization. But we're hearing that directors, you know, um, that the, you know, challenges that they face in this regard are real, right?

So, so it's a- Yeah ... so I think it's kind of knowing when those red flags are there, you know, challenging those assumptions of an organization. That's where boards are really being engaged more and more.

Dottie Schindlinger: Well, John, it is always so great to talk to you because you have this broad perspective, and so I always find it really fascinating.

Um, is there, is there anything else that you kind of have on your bingo card that you're keeping an eye on for the last half of the year? Any best and final thoughts?

John Rodi: You know, it's, it's, um, just, uh, just kind of expect the unexpected, right? Yeah. And, and, and, you know, boards, whether it's AI risk, whether it's a ca- uh, whether it's cybersecurity risk, whether it's, you know, challenging strategy, the, uh, job of a board is, is certainly, certainly never easy and it's never done.

Dottie Schindlinger: Well said. Well, John, thanks so much for coming back on the show. It's always great to have a chance to talk to you and find out, you know, what you're paying attention to. So thank you so much for sharing that with us.

John Rodi: Thanks, Dottie.

Dottie Schindlinger: We've been joined today by John Rodi, co-leader at KPMG's Board Leadership Center.

John, thanks so much for joining us on the show.

John Rodi: Thanks, Dottie. Have a good one.

Meghan Day: You are right, Dottie. That was sort of the kitchen sink, if you will- ... of interviews. A variety of topics, but again, I think to your point, it is because boards are no longer dealing with one isolated issue at a time. Converging are geopolitical risks, AI, cyber, all the things we talk about on a regular basis, and that's hitting the board agenda all at once.

Dottie Schindlinger: Megan, I totally agree with you. There's so much going on. Kira, I was curious to hear your take on this because I know you spend pretty much all of your time researching all these issues. So what were some of the things that you heard?

Kira Ciccarelli: Yeah. Um, it's funny, the map of questions that went through in the interview kind of went directly in line with, oh yeah, that was on what directors think.

Oh, that was at the top of the board agenda. That was... Yeah, so, um, I think definitely a pretty wide-ranging list of concerns for the board. What stuck out to me the most, though, was the way Jon was talking about how boards are leaning in more on strategy and then how specifically they're doing that, and he basically boiled it down to two things, which is that they're looking for red flags more, and they need to revisit very deeply held assumptions.

And those two tasks seems pretty daunting to me.

Dottie Schindlinger: And also, I think, provided more fodder for why we got the result we got in this year's What Directors Think, that directors told us that overseeing strategy was a particular challenge. 'Cause at the time when we got that result, I found that very perplexing.

I thought, "What do you mean?" Like, this is your core job. Like, why is that the thing that's so hard? But then, you know, we, we had interviews, and we, we clicked into it a little bit further and realized it's simply because there is new strategy, and it's hard to measure, right? It really around AI. I also wonder, too, you know, it, it's something that didn't occur to me while I was talking to Jon, but it's occurred to me since.

We're seeing the average tenure for CEOs go down, and I wonder if the board leaning in on strategy also has to do with they, they don't necessarily know how long that chief executive is gonna stick around. And so they've gotta be a little bit more in the flow of what's happening within the company than maybe they had to be in past cycles.

And so they f- they are not only really trying to understand how well the strategy that they all agreed to is playing out, but really the ins and outs of the strategy itself so that if they've gotta hire a new CXO, whether it's a CEO or CFO or another key position, they're in a position to really help coach and support that person as they get up to speed.

I don't know what you think about that, but that was just something that occurred to me after we had this conversation.

Meghan Day: Y- y- you bring up a really interesting point, Dottie, and I, I do think that is another layer of complexity to something that has been atop of what boards consider their core responsibility, you know, hiring and firing the CEO.

But because of the speed of change and the other 9,000 other things happening inside the organization, um, it, it makes things much more complex, and also maybe that is why we're seeing what we're seeing with what came with the, the Stanford study. It's, it's this idea of you need to build a portfolio of, uh, multiple points of view rather than just relying on one, uh, single source of input.

And I think, you know, because boards are being asked to move faster, see around corners maybe in ways that they haven't before, govern through a, you know, unprecedented uncertainty, ultimately, like, judgment may be one of the most important assets that they have. And so how do you strengthen that? By talking to more people to try to see more perspectives, be it coming from AI, coming from a human.

It's, it's let's make sure that we have as many points of view going into making this decision as possible.

Dottie Schindlinger: Well, Megan, that, that absolutely resonates with me. It's one of the things we've been talking about, I mean, not to make everything about AI, but as we've been- ... talking about AI in the boardroom, one of the things I've been really kinda harping on is I, I firmly am not in the camp of AI replacing the work of boards.

I'm firmly in the camp of AI enhancing the work of directors. And, and what I mean by that is it is not a thought replacer, it's a thought enhancer. So it's a thought partner. You use it to get smarter about things, but human judgment still reigns supreme in the boardroom. I ca- I really just can't, maybe it's my own limitation and just where I am in my career, but I cannot imagine a day when shareholders will be at all comfortable with machines making these, these decisions and judgment calls on behalf of the company.

I can absolutely foresee a day, and the day is like yesterday, when shareholders demand that we use these tools to get smarter- Yeah ... to have better perspective, to have more nuanced arguments, to have more novel ways of approaching things. But at the end of the day, they want the human being to make the call, because if things go wrong, they want a human being to g- hold themselves accountable and to hold themselves responsible.

They want someone they can sue. Let's just call it what it is. Um, and I think that's fair. But I, but I do think, you know, it is, it is really interesting as we think about all these pressures on both executives and boards, you know, it's, it's making things more volatile. It's making the roles themselves a lot harder.

It's also making tenures shorter, at least on the, the C-suite, if not in the boardroom yet. And so, you know, I can see strategy becoming a harder thing to keep your arms around and to, and to stay focused on.

Kira Ciccarelli: Yeah. I'm reminded, as I so often am these days, of the conversation we had with Joe Heard a little bit earlier this year, and the idea of continuous governance becoming the new norm, and pretty much everything I read these days is a little bit of directors raising the flag and saying, "We're going to every different source for more information and for more input and for more data points."

Dottie Schindlinger: A- absolutely. I, I mean, it even goes back to, uh, so Jo is great at talking about that. You know, I, I'm even thinking back, Megan, our very first guest on the show, Betsy Atkins, back in the day, you know, her kind of bringing forth the, the idea of, you know, you need to get the board out of the boardroom periodically and take them- Mm-hmm

on a field trip to something completely unrelated to the business just to shake up their thinking. I mean, even, even seven years ago when we started this show, that was a, that was a practice that was becoming may- maybe not the norm, but more in vogue, more in fashion. And I, I just think, um, that's the direction we have to head.

Anyway, lots to chew on. I hope this one I was

Meghan Day: just gonna say. Like every, uh- Now I'm, now you're leaving me with a million more questions- ... than, uh, I was thinking about 20 minutes ago, Dottie.

Dottie Schindlinger: And you're welcome. And that wraps up another episode- ... of the Corporate Director Podcast, the voice of modern governance.

Like to say s- a few special thank yous, first and foremost to our fearless governance leader, Jon Rohde from KPMG, podcast producers Kira Ceccarelli, Steve Clayton, and Terry Tiery. Our sponsors for the show, including Wilson Sonsini, KPMG, and Meridian Compensation Partners, and most especially thank you to Diligent for continuing to sponsor this show.

If you like our show, please be sure to give us a rating on your podcast player of choice. You can also listen to our episodes and see more from Diligent Institute by going to diligent.com/resources. Thank you so much for listening.

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