The Board's Responsibility For Information Technology Governance


Lawrence J. Trautman & Kara Altenbaumer-Price


VOL. XXVIII • Spring 2011 • NO. 3 (table of contents)

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28 John Marshall J. of Comp. & Info. Law 313


With accusations that boards of directors of financial institutions were asleep at the wheel while their companies engaged in risky behavior that erased millions of dollars of shareholder value and plunged the country into recession, increasing pressure is now being placed on public company boards to shoulder the burden of risk oversight for the companies they serve. This article provides an overview of some of the main considerations relative to every director’s duty to govern IT risk. In particular, this comment will address directors’ roles in the risk oversight of the corporations they serve, their role in governance of IT, their role in mitigating IT risks, and ways in which that risk can be transferred to or shared with others. A discussion of these topics will hopefully foster a deeper and productive discussion within boardrooms.

Author Footnote:

Author Lawrence J. Trautman, J.D., MBA, is a past president of the Dallas Internet Society and the New York and Metropolitan Washington/Baltimore Chapters of the National Association of Corporate Directors. He may be reached at Author Kara Altenbaumer-Price, J.D., is Director of Complex Claims & Consulting for USI, the largest privately held broker of commercial insurance in the United States. Mrs. Altenbaumer-Price works in USI's Management & Professional Services group, where she consults with USI's director & officer insurance and other management liability clients on issues related to corporate governance, private securities litigation, and regulatory securities enforcement. She may be reached at

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