If there is a single common denominator to many of the stories in this issue of NACD Directorship it is reason. And in matters pertaining to business disruptors, maintaining calm, cool objectivity is no easy task. Any discussion of this subject oftentimes elicits an emotional response. Disruption is typically considered a negative force, prompting apprehension and, sometimes, outright fear.
Take shareholder activism, which is a potentially disruptive force in any boardroom. Statistics tell part of how this story is playing out: The number of activist campaigns has increased 60 percent since 2010, according to Factiva, and activist funds control northward of $130 billion in assets, per Hedge Fund Research. Not so long ago, passive index investors like Vanguard depended largely on the proxy advisers to inform their voting, but that too has changed.
Corporate attorney Martin Lipton recently described a “new governance paradigm” by which major investors like BlackRock and Vanguard take their activism in-house, making our interview with McNabb ever more timely. “It is not likely that activism and short-termism will totally disappear,” Lipton wrote in a client memo in June and reiterated in a speech at the World Economic Forum in August, “but I’m comfortable that the influence of major investors will be more favorable to shareholders generally and to the nation’s economy and society, than the self-seeking personal greed of hedge fund activists.”
Today, Vanguard owns at least 1 percent of every publicly traded company in the Fortune 1000. What it desires is nothing less than long-term success for those companies. And, what could be more reasonable than that?
This week, NACD bridged the gap between corporate directors and the investors they represent. In conjunction with Broadridge Financial Solutions, NACD hosted a Virtual Roundtable at the Newseum in Washington, DC, bringing together leaders from the investment community with directors to discuss the disclosures and communication strategies.
Hosted by NACD President and CEO Ken Daly, the Roundtable featured investment community representatives from T. Rowe Price, CalSTRS, and Vanguard Group, Inc. They engaged in dialogue with board members from Forrester Research, Broadridge Financial Solutions, Kimberly-Clark, Legg Mason, SmartPros Ltd., and Assure Holding Corporation. With the intent to inform directors on what investors are looking for in the proxy in the upcoming year, the Roundtable discussion covered compensation, committee reports, and director qualification disclosures.
The investment managers represented at the Roundtable do not take a “check-the-box” approach based on guidance from proxy advisory firms; instead, they choose to complete their own analysis. Notably, these active shareholders emphasized quality over quantity with respect to disclosures in the proxy statement. Simply an increase in the amount of disclosures from companies only makes it more difficult for investors to uncover the valuable information in the proxy. The participating investors further suggested companies should make an effort to provide quality disclosures regarding how executive compensation matches performance, and how incentives are linked to the business strategy, for example.
The participating investors also stressed the improvements that need to be made regarding the new director qualification disclosures resulting from the SEC Proxy Disclosure Enhancement rules. They felt many companies did not fully explain how each director’s skill sets contributed to the company’s business strategy.
Lastly, the investors offered advice to the boardroom on director succession. After directors have analyzed their board’s composition in light of the company’s strategy, they find a larger challenge in recruiting directors to fill the gaps in skill sets. As a solution, Anne Sheehan of CalSTRS suggested that directors should “think of their shareholders as stakeholders.” Long-term investors have the same interests as directors and might be able to offer potential candidates whose skills complement the company’s business strategy and build its long-term value.