The focus on board renewal is just beginning.
Both investors and boards are placing greater attention on whether the right directors--those with qualifications aligned with the company's strategic goals, stakeholders and risk oversight needs--are in the boardroom. Given the slow rate of turnover on boards historically, they are also focused on whether boards are regularly refreshing and providing an exit for directors whose expertise is no longer relevant.
Institutional investor focus in this area has mostly played out behind the scenes, through letters to boards and engagement discussions, and not through voting against director nominees. In 2014, investor opposition to director nominees was at its lowest in the last six years.
How are companies responding?
* Some companies are strengthening disclosures in the proxy statement on director qualifications, board evaluations, board diversity, and how the board approaches tenure and refreshment considerations. This includes using infographics, charts, and tables to provide this information in a readable and concise way.
* A greater proportion of companies are bringing new directors into the boardroom, though refreshment remains slow overall.
* Close to 850 directors joined S&P 1500 boards ill 2013, up from just under 800 directors who joined in 2012--a 7% increase.
* Some companies are involving directors in engagement conversations with key shareholders, which can enhance investors' view into board dynamics and individual director competencies. 'Ten percent of S&P 500 companies disclose thatthey involved directors in engagement conversations with shareholders last year. Most often this included the compensation committee chair and/or members, followed by the lead director or board chair.
How are investors responding? Investors are evaluating board composition and renewal differently. Some use company performance as the litmus test for whether the right directors are in the...
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