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SEC Cyber Disclosure Rules Usher in a New Era for CISOs

The SEC’s new cyber disclosure requirement is both a burden and an opportunity for CISOs, whose role is now more strategic than ever.

François Amigorena

January 12, 2024

4 Min Read
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Federico Caputo via Alamy Stock

In response to increasingly sophisticated cyber threats and data leaks, the Securities and Exchange Commission has taken a pivotal step in enhancing corporate accountability through its new cybersecurity incident disclosure requirements.

Recent enforcement actions, such as the case against SolarWinds Corporation’s chief information security officer (CISO), underscore how seriously the SEC takes timely and accurate disclosure of cybersecurity incidents.

This move highlights a shift in the landscape of corporate governance, particularly in the realm of digital security. And, critically, these developments are reshaping the roles of IT leaders, who must now navigate a complex landscape of technological challenges and regulatory compliance.

The SEC’s New Cybersecurity Disclosure Requirements

The new regulations, including amendments to Regulation S-K Item 106, require prompt reporting of cyber incidents and clear annual disclosures about cybersecurity strategies and risk management, aiming to provide investors with a transparent view of cybersecurity risks.

Under the new requirements, IT leaders must report significant cyber incidents within four business days. They also must detail their cybersecurity risk management strategy in annual reports that outline corporate governance policies of cybersecurity risks.

Related:2023 Cyber Risk and Resiliency Report: How CIOs Are Dueling Disaster in 2023

In practice, this means:

  • IT leaders must be making appropriate disclosures

  • They must also have in place the appropriate controls and procedures to escalate items and determine when and where disclosures are required

These requirements place a huge burden of responsibility on all corporate leadership, but especially on the CISO and/or the chief technology officer (CTO).

Increased Regulatory Pressure on CISOs

Already responsible for keeping cyber threats at bay, PWC notes that CISOs now must “ready their companies for greater cyber transparency.”

These changes markedly elevate the responsibilities of IT leaders. The need for detailed compliance and advanced risk management in response to the SEC's requirements reshapes their roles, impacting both strategic as well as operational duties.

But the biggest change is also the most obvious one: lack of transparency is now directly tied to the person at the helm. This translates into more stress, and more pressure, than ever before.

The Clear Message of the SolarWinds Case

The SEC's action against SolarWinds Corporation and its CISO, Timothy G. Brown, marks a watershed moment in the regulatory approach to cybersecurity. This case underscores the intensifying demands on CISOs to implement robust cybersecurity practices and provide thorough and accurate disclosures of cybersecurity risks to investors.

Related:The Rise of Dual Ransomware Attacks

The SEC claims that SolarWinds and Brown misrepresented the company's cybersecurity defenses. This misrepresentation contributed to a substantial decline in the company's stock value following the revelation of the "SUNBURST" cyberattack.

Further scrutiny by the SEC revealed stark inconsistencies between SolarWinds' public cybersecurity statements and its internal risk assessments, with Brown at the center of these discrepancies. Evidence suggests that Brown was aware of these security weaknesses but did not take sufficient measures to rectify them. This led to a distorted portrayal of the company's cybersecurity stance to investors.

The SEC's decision to seek permanent injunctive relief, disgorgement, civil penalties, and a bar against Brown from serving as an officer or director highlights the increased level of accountability and personal risk CISOs now face. The SolarWinds case is a stark warning, emphasizing the critical need for honest cybersecurity disclosures and the severe repercussions of failing to comply with these standards.

Strategic Implications for IT Leadership

Related:How CISOs Can Navigate Cybersecurity Regulations: Forrester Panel

IT leaders must build teams with technical skills, regulatory knowledge, and risk management expertise. Competitive salaries and flexible work schedules are essential for attracting and retaining talent. To enhance operations and productivity, they should encourage continuous learning and embrace digital transformation, including automation, AI, and cloud platforms.

Recognizing the demand for technology workers and the importance of cloud computing, IT leaders may be looking at ways to diversify talent sourcing, considering where they could outsource, and identifying ways to train existing staff in critical areas like cybersecurity. A balanced talent management, skill development, and regulatory compliance approach will help IT leadership navigate the current economic and technological challenges.

New Opportunities for CISOs as Architects of Digital Trust

The SEC's latest cybersecurity incident disclosure requirements have transformed IT leadership, cementing CIOs and CISOs as key players in corporate governance. Far from mere technical heads, they’re now strategic visionaries in a digitally driven, regulation-heavy landscape.

This shift heralds an era of new opportunities for IT leadership where resilience, clarity, and agility become paramount in navigating complex cybersecurity challenges. IT leaders are now architects of digital trust. Their strategic decisions and proactive risk management are pivotal in defining corporate resilience and integrity in an interconnected business world.

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Regulation

About the Author(s)

François Amigorena

CEO, IS Decisions

François Amigorena is the founder and CEO of IS Decisions, a global software company specializing in access management and MFA for Microsoft Windows and Active Directory environments. After a career at IBM and a subsidiary of la Société Générale, Francois became an entrepreneur in 1989 and has never looked back.

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