The Caremark decision requires boards of directors to make a good-faith effort to establish a reasonable system for monitoring and reporting on core compliance risks. It emphasizes that directors have a fiduciary duty to implement an information and reporting system that provides timely and accurate data, enabling both management and the board to make informed decisions about the corporation's legal compliance and business performance. The extension of Caremark to encompass broader business has opened the door to scholarly and judicial discussion about the potential inclusion of Environmental, Social, and Governance (ESG) factors within the scope of directors’ fiduciary duties. However, the high threshold for proving “bad faith” in Caremark has made it challenging to hold directors accountable, as they often evade liability through the business judgment rule. This has led to a focus on avoiding legal violations rather than engaging in more rigorous oversight. The Marchand v. Barnhill decision marked a pivotal shift, reinforcing that oversight duties should address business risks beyond legal compliance. Subsequent cases, however, have questioned the applicability of these duties to broader business risks, including ESG factors. This article argues that when ESG risks are material, they may warrant board-level oversight, aligning with the broader trend toward holding boards accountable for long-term sustainability.