The Financial Impact of Cyberattacks Is a Given. Why Your Board Needs to Own a Cybersecurity Focus

By: | July 21, 2022

Lewis Guignard is a director at Guidewire Software where he leads the development of cyber risk analytics technologies for the insurance industry​.  He received his Master’s degree in electrical engineering from Stanford University.

A series of new laws and regulations will transform the impact cyber risk and cybersecurity have on a company’s financial health. And companies must adjust their understanding of cyber risks to protect their financial wellbeing.

As a starting point, companies need to re-examine their in-house cybersecurity expertise and increase the knowledge of senior management and boards of directors in regard to cybersecurity issues.

The Government’s Approach to Cyber

Earlier this year, the Cyber Incident Reporting for Critical Infrastructure Act was signed into law. The act requires companies in broadly defined “critical infrastructure” sectors to report notable cyberattacks and ransomware payments to the Cybersecurity and Infrastructure Security Agency (CISA), within 24 to 72 hours.

The act was designed to enhance CISA’s ability to track, analyze and respond to cyberattacks.

In addition, just weeks ago, the Better Cybercrime Metrics Act was signed into law. This law is designed to “improve the way the federal government tracks, measures and analyzes cybercrime.”

The law seeks to create a classification system to categorize various cyber crimes, enabling the FBI and security community to obtain a more holistic picture of the cyber threat environment.

In addition, the Securities and Exchange Commission (SEC) is proposing a new rule to require and standardize disclosure of cybersecurity incidents at public companies.

Specifically, the SEC is calling for mandatory public disclosure of material cybersecurity incidents, as well as requiring periodic disclosure of a company’s security policies.

In response to the increasing operational and financial impact of cyber risks — and the increasing regulatory focus — insurance companies, financial institutions, and credit rating agencies are giving increased focus and weight to cyber risk and preparedness.

Even before the new regulations and reporting requirements, some financial institutions and credit rating agencies publicly warned that cyber risk would be a higher area of priority in their analysis going forward.

And while 82% of companies are concerned their company is vulnerable to a cyberattack, 49% of companies lack the expertise for adequate mitigation and incident response, according to Kroll’s “The State of Incident Response 2021” report.

It is evident that companies need to instill greater cyber risk and cybersecurity expertise in their leadership and their boards of directors.

Although the focus and objectives of a board may vary depending on industry, size and other factors, there are consistent underlying components. Financial, audit, risk, operational and strategic concerns are all well represented by board committees and members. Unfortunately, cybersecurity expertise is consistently lacking.

How Is Cyber Addressed

Most commonly, cyber risk and cybersecurity matters are handled by the audit or risk subcommittee of the board.

But this is only because cybersecurity has been shoehorned into an old-world frame, where “audit” and “risk” are treated generically.

Cybersecurity is clearly a very complex and critical topic, so it seems odd that the audit and risk committee would be lacking specific cybersecurity expertise. In such a structure, the board of directors is dependent on getting their cyber security expertise from sources external to the board. Typically, this is accomplished through periodic communications and reporting from the chief information security officer (CISO) or CIO.

This is not an ideal position, considering ransomware and cyber risks are prime operational and financial risks to the business. Cyberattacks can pose a significant risk to business operations.

Cyberattacks increased 31% from 2020 to 2021, according to Accenture’s “State of Cybersecurity Resilience 2021” report. The number of attacks per company increased from about 200 to more than 270 per year. And the cost of cybercrime is predicted to hit $10.5 trillion by 2025, according to the latest version of the Cisco/Cybersecurity Ventures “2022 Cybersecurity Almanac.”

Cyberattacks have the potential to not only interrupt operations and cause reputational damage but also cause significant financial and investment losses whether from theft of money or information or via reputational harm. And the increased required reporting of cyber incidents will increase public, investor and financial institution awareness of cyber impacts and losses.

Business leaders need to ask themselves some questions: Can the board of directors actually do what it’s supposed to do, fulfill its fiduciary duty with regard to cyber risks, given the current state of affairs? Can the board’s risk committee or the audit committee properly account for and understand cyber risk?

Is the current state what you want for your business, for a client who you are insuring, for a company you are investing in or lending to?

What Boards Should Do

Boards of directors need to understand how to account for, evaluate, plan for and mitigate cyber risk.

Currently, most boards rely on the CISO — and from a corporate view, most CISOs are still working in a silo. While the role of the CISO is evolving and has become increasingly indispensable to the business, most boards have not evolved in terms of cybersecurity.

So, as robust enterprise cybersecurity capabilities become a more critical component of the operational and financial health of a company, the C-suite and board are only becoming more reliant on that single CISO’s point of view.

One solution is to inject more CISO-like or security experience into a board, particularly outside CISO experience or governmental security experience. Prior government experience is often viewed as the path towards this expertise, but it’s only one option.

With the addition of board members with increased security experience, the board of directors can better understand and help direct investment where cyber risks exist — and better partner with CIOs and CISOs in understanding risk and the company’s capability to respond and mitigate that risk.

The SEC recently issued several proposed amendments that could have an impact in this area. Amend Item 407(j) of Regulation S-K would “require disclosure about if any member of the registrant’s board of directors has cybersecurity experience.”

This would require disclosure on annual reports, annual meeting proxy statements, and information statements if any of their board members have previous cybersecurity experience and the details necessary to fully describe that expertise.

We’ve all heard the phrase “today every company is a technology company” — and as companies increasingly depend on technology and as risk evolves, boards of directors need to evolve as well. With added CISO and cybersecurity experience available to the board of directors, companies and their shareholders will be better served. &

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