Each year corporate governance changes with the times and the needs of investors. This year there are several trends corporate board should be looking at in order to stay ahead of the changes.
1. Diversity: This will be the year for gender diversity aiming towards 30 percent plus of public company board members being female. Starting in 2020, Institutional Shareholder Services (ISS) will vote “No” on re-election of Nominating and Governance chairman if their company does not have at least one woman on their board.
2. Environmental, social and governance (ESG): This is a macro trend with 22 trillion of investment capital, which is one in four dollars under management. Boards should proactively embrace ESG instead of being reactive.
3. Active in-person engagement with index funds and big shareholders: Lead independent directors, comp chairs and governance chairs should plan to do some direct outreach under management guidance to the major shareholders who are often the big index funds.
4. Tech innovation: Look at technologies like RPA (robotic process automation), data analytics, machine learning, trends which will impact the business.
5. Crisis management: Have your crisis management/enterprise risk management processes updated to be social media centric with the top 10 social media disaster/risks already thought through with on the shelf responses already prepared.
6. Securities and Exchange Commission proxy roundtable: Keep an eye on the SEC and whether or not it makes changes to the rules surrounding proxy advisors and how shareholders can introduce proposals.
7. New resources: Board composition is changing. Experience as a CEO or top corporate executive is no longer a must-have credential for board service. Only 35 percent of the new S&P 500 directors were active or retired CEOs, chairs, vice chairs, presidents or COOs, down from nearly half (47 percent) a decade ago, according to the 2018 Spencer Stuart Board Index. Look for new resources for board members in order to increase your diversity of thought on the board.
8. Tech experience: Digital directors with significant tech knowledge and experience are a must which is leading to younger board members. Seventeen percent of new S&P 500 directors were 50 or younger in 2018, SSBI found.
9. Hedge fund outreach: Hedge fund activity by means of shareholders proposals continues to decline but only because they have refined their tactics to stir public debate on their portfolio companies’ business strategy and agitate for change without making a single SEC filing. Companies with large hedge fund ownership should proactively seek to engage these shareholders.
10. Retirement policies: Retirement ages are rising as people live and work longer. Companies should review their retirement ages before it becomes an issue and an exception must be made for certain C-level executives as it did at Merck. Review your ages and consider making adjustments, including mandatory retirement ages for board members.