Good governance does not shield directors from liability risk nor reputation risk. The former is the hard lesson learned by everyone in the mid 1980’s; the latter is being learned now. The reputations of board members have increasingly become targets in a time of heightened activism and social media activity. Read the article in Directors & Boards to learn what experts say directors should do.
Personal attacks on directors are now a governance weapon – amplified by activists, media, and social platforms. Traditional protections (proxy advisors, board slates, collegiality) are eroding. Reputational harm can drive board turnover, litigation, and long-term career damage. Emerging responses: (1) Hazard pay for directors; (2) Reputation insurance alongside D&O coverage. Oversight of reputational risk is mission-critical. Boards must exercise foresight: how is reputational risk being integrated into risk management, who is responsible, and how is the company mitigating it?
All three reputation arbitrage indices informed by Steel City Re’s reputation value metrics are outperforming the S&P500 this calendar year. The trailing twelve month spreads over the S&P500 of the three reputation-linked indices comprising RepuStars Variety Corporate Reputation Composite Equity Index family range from -3.18% to 22.7%. The spread between the two reputation-based price-only indices, REPUVAR and REPUSPX, is 23.34%.
“In practical terms, reputation risk reflects the misalignment between what a company does and says, what various stakeholders expect and how they respond in financially relevant ways. The choices and response of those stakeholders — buying, investing, advocating, protesting, regulating, criticizing or leaving — carry consequences for a business and its operating environment, and sometimes entire industries. These are the under appreciated and tangible costs of reputation risks worth considering with more ongoing foresight”…and financial solutions like reputation insurance and board-level Side R protections.
Facebook recognized the reputational risk associated with its users’ privacy, and the shareholders homed in on this in their lawsuit. […] “Facebook is in the business of collecting user data, and if its reputation is damaged such that users lose their trust, it has the potential to damage the company’s and its investors’ long-term interest beyond the fines and penalties already paid” […] Mission-critical risks have become intertwined with boards’ fiduciary duties … reputation can be a mission-critical risk for many companies, according to Nir Kossovsky, CEO of Steel City Re, an insurance provider for reputational risk.
Reputation risk management and governance with insurance is now a best practice recommended by governance and legal authorities.
Sophisticated prospective/captive owners intent on launching a captive, or jumpstarting an expanded remit for an existing captive, may successfully overcome corporate inertia with a parametric cover for reputation risk. Reputation insurance is now a recommended best practice—Principle #9—for Reputation Risk Governance according to recently released landmark guidelines from the DCRO Institute. Reputation insurance and insurers are also recognized for their value in reducing compliance risk in America Law Institute’s March 2025 release of Principles of the Law, Compliance and Enforcement for Organizations.
The Guiding Principles from the DCRO Institute is a governance tool—for directors navigating complexity, convergence, and scrutiny. More than crisis management, these principles are a call to clarity—to governing reputation as both a mission-critical asset and a potential source of material risk. These Principles help directors avoid claims of culpability from activists, institutional investors and litigators that can create costly personal reputation losses that are not covered by D&O liability insurance.
Two recent lawsuits alleging director and officer liability have also called for board refreshment because of culpability. This emerging strategy to pressure directors to settle exposes directors to going-forward personal financial and reputation loss that is rarely covered with conventional liability insurance and is not yet widely covered with reputation insurance.
Plaintiffs suing Wells Fargo, pointing to firm’s history of reputation-damaging scandals, have asked the judge for permission to nominate three members of the bank’s board. Demands for board refreshment in shareholder lawsuits could become “a standard pressure strategy because it exposes directors to uncovered personal financial loss,” Kossovsky said, adding that such a loss would not be covered with conventional liability insurance because it is likely out of scope, “and not with parametric reputation insurance, because most boards still don’t carry it.”
Reputation Metrics Linked to Board-Level KPIs. Firms are … managing (reputation) as a measurable enterprise risk.