3 Questions: Why cybersecurity is on the agenda for corporate boards of directors

January 18, 2023

In great part, this means ensuring deep cybersecurity competencies on our boards of directors. Cyber risk is so significant that a responsible board can no longer ignore it or just delegate it to risk management experts. In March of this year, the SEC issued a proposed rule titled Cybersecurity Risk Management, Strategy, Governance, and Incident Disclosure. Q: What are some examples of how companies, and specifically boards of directors, have successfully upped their cybersecurity game? Boards need to understand the financial exposure resulting from cyber risk, not just the technical components typically found in cyber presentations.

Organizations of every size and in every industry are vulnerable to cybersecurity risks — a dynamic landscape of threats and vulnerabilities and a corresponding overload of possible mitigating controls. MIT Senior Lecturer Keri Pearlson, who is also the executive director of the research consortium Cybersecurity at MIT Sloan (CAMS) and an instructor for the new MIT Sloan Executive Education course Cybersecurity Governance for the Board of Directors, knows how business can get ahead of this risk. Here, she describes the current threat and explores how boards can mitigate their risk against cybercrime.

Q: What does the current state of cyberattacks mean for businesses in 2023?

A: Last year we were discussing how the pandemic heightened fear, uncertainty, doubt and chaos, opening new doors for malicious actors to do their cyber mischief in our organizations and our families. We saw an increase in ransomware and other cyber attacks, and we saw an increase in concern from operating executives and board of directors wondering how to keep the organization secure. Since then, we have seen a continued escalation of cyber incidents, many of which no longer make the headlines unless they are wildly unique, damaging, or different than previous incidents. For every new technology that cybersecurity professionals invent, it’s only a matter of time until malicious actors find a way around it. New leadership approaches are needed for 2023 as we move into the next phase of securing our organizations.

In great part, this means ensuring deep cybersecurity competencies on our boards of directors. Cyber risk is so significant that a responsible board can no longer ignore it or just delegate it to risk management experts. In fact, an organization’s board of directors holds a uniquely vital role in safeguarding data and systems for the future because of their fiduciary responsibility to shareholders and their responsibility to oversee and mitigate business risk.

As these cyber threats increase, and as companies bolster their cybersecurity budgets accordingly, the regulatory community is also advancing new requirements of companies. In March of this year, the SEC issued a proposed rule titled Cybersecurity Risk Management, Strategy, Governance, and Incident Disclosure. In it, the SEC describes its intention to require public companies to disclose whether their boards have members with cybersecurity expertise. Specifically, registrants will be required to disclose whether the entire board, a specific board member, or a board committee is responsible for the oversight of cyber risks; the processes by which the board is informed about cyber risks, and the frequency of its discussions on this topic; and whether and how the board or specified board committee considers cyber risks as part of its business strategy, risk management, and financial oversight.

Q: How can boards help their organizations mitigate cyber risk?

A: According to the studies I’ve conducted with my CAMS colleagues, most organizations focus on cyber protection rather than cyber resilience, and we believe that is a mistake. A company that invests only in protection is not managing the risk associated with getting up and running again in the event of a cyber incident, and they are not going to be able to respond appropriately to new regulations, either. Resiliency means having a practical plan for recovery and business continuation.

Certainly, protection is part of the resilience equation, but if the pandemic taught us anything, it taught us that resilience is the ability to weather an attack and recover quickly with minimal impact to our operations. The ultimate goal of a cyber-resilient organization would be zero disruption from a cyber breach — no impact on operations, finances, technologies, supply chain or reputation. Board members should ask, What would it take for this to be the case? And they should ensure that executives and managers have made proper and appropriate preparations to respond and recover.

Being a knowledgeable board member does not mean becoming a cybersecurity expert, but it does mean understanding basic concepts, risks, frameworks, and approaches. And it means having the ability to assess whether management appropriately comprehends related threats, has an appropriate cyber strategy, and can measure its effectiveness. Board members today require focused training on these critical areas to carry out their mission. Unfortunately, many enterprises fail to leverage their boards of directors in this capacity or prepare board members to actively contribute to strategy, protocols, and emergency action plans.

Alongside my CAMS colleagues Stuart Madnick and Kevin Powers, I’m teaching a new  MIT Sloan Executive Education course, Cybersecurity Governance for the Board of Directors, designed to help organizations and their boards get up to speed. Participants will explore the board’s role in cybersecurity, as well as breach planning, response, and mitigation. And we will discuss the impact and requirements of the many new regulations coming forward, not just from the SEC, but also White House, Congress, and most states and countries around the world, which are imposing more high-level responsibilities on companies.

Q: What are some examples of how companies, and specifically boards of directors, have successfully upped their cybersecurity game?

A: To ensure boardroom skills reflect the patterns of the marketplace, companies such as FedEx, Hasbro, PNC, and UPS have transformed their approach to governing cyber risk, starting with board cyber expertise. In companies like these, building resiliency started with a clear plan — from the boardroom — built on business and economic analysis.

In one company we looked at, the CEO realized his board was not well versed in the business context or financial exposure risk from a cyber attack, so he hired a third-party consulting firm to conduct a cybersecurity maturity assessment. The company CISO presented the results of the report to the enterprise risk management subcommittee, creating a productive dialogue around the business and financial impact of different investments in cybersecurity.  

Another organization focused their board on the alignment of their cybersecurity program and operational risk. The CISO, chief risk officer, and board collaborated to understand the exposure of the organization from a risk perspective, resulting in optimizing their cyber insurance policy to mitigate the newly understood risk.

One important takeaway from these examples is the importance of using the language of risk, resiliency, and reputation to bridge the gaps between technical cybersecurity needs and the oversight responsibilities executed by boards. Boards need to understand the financial exposure resulting from cyber risk, not just the technical components typically found in cyber presentations.

Cyber risk is not going away. It’s escalating and becoming more sophisticated every day. Getting your board “on board” is key to meeting new guidelines, providing sufficient oversight to cybersecurity plans, and making organizations more resilient.

The source of this news is from Massachusetts Institute of Technology

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