INTRODUCTION Contributed by: Professor Michael Katz, Matthew Morrison, Madison Liebmann and Sinovuyo Damane, ENS
Sanctions and tariff compliance and its rapid pace of change adds further dimensions. Board-level over - sight of international sanctions and tariffs, whether emanating from the United Nations Security Coun - cil, the European Union, the United States or other authorities, is expected in virtually all jurisdictions. Directors who fail to ensure adequate sanctions com - pliance frameworks may face personal liability risks, and the accelerating use of sanctions as a tool of for - eign policy shows no sign of diminishing. Anti-money laundering and beneficial ownership transparency Linked to the above, anti-money laundering regula - tion and beneficial ownership transparency continue to intensify across jurisdictions. Boards of account - able institutions, including financial services firms, company service providers and other designated entities, are required to ensure that their organisa - tions maintain robust systems for client identification, suspicious transaction reporting and record-keeping in line with increasingly detailed and prescriptive regu - latory requirements. The global push for beneficial ownership transpar - ency, driven by the Financial Action Task Force and reinforced through mutual evaluation processes, is prompting legislative reforms that require companies to record and disclose prescribed information regard - ing the natural persons who are the ultimate beneficial owners. These reforms have significant implications for corporate governance. Several jurisdictions have recently emerged from, or are navigating, enhanced monitoring processes, dem - onstrating that the consequences of systemic AML deficiencies extend well beyond individual companies to affect entire economies’ reputations and access to the international financial system. Board composition, effectiveness and shareholder engagement The questions of board composition, how effectively it operates, and how it engages with shareholders remain at the heart of the governance debate. Across
jurisdictions, regulators, investors and proxy advisory firms are demanding greater transparency on board composition, including diversity, skills matrices, inde - pendence and succession planning. In several markets, governance codes now require boards to assume explicit responsibility for achieving a balanced composition that reflects the organisa - tion’s strategic needs, incorporating diversity across age, culture, race, gender and competencies. Shareholder engagement is also evolving. Regulatory shifts, including revised guidance on beneficial own - ership reporting, changes to the proxy proposal pro - cess and executive measures targeting proxy advisory firms, are reshaping the way companies engage with their investors in some jurisdictions. Boards must take a more proactive approach to structuring engagement and demonstrating responsiveness to shareholder perspectives, particularly as traditional channels of engagement become less predictable. Looking ahead The corporate governance landscape of 2026 will continue to evolve around certain fundamental prin - ciples (transparency, accountability, stakeholder inclu - sivity and long-term value creation). These will need to be integrated with external factors such as the pace of technological and global political change and the regulatory response thereto. Boards that treat gov - ernance as a strategic tool for building resilience and credibility, rather than as a compliance burden, will be best positioned to navigate this complexity. The jurisdiction-specific chapters that follow provide detailed analysis of how each of these global themes is reflected in local law, regulation and practice. We commend this Guide to senior in-house counsel, board members and governance professionals as a practical resource for understanding the expectations they face and the frameworks within which they must operate. The Trends and Developments articles that accompany many chapters offer deeper analysis of particular reform initiatives, emerging risks and oppor - tunities that merit close attention in the year ahead.
10 CHAMBERS.COM
Powered by FlippingBook