Smart Boards Recognize the World Has Changed

Five years ago, RiskMetrics Group, the provider of proxy advisory services, seldom heard from the directors of the boards whose governance they evaluated.

“ These days, it’s not unusual for a board member—typically the lead director or a key committee chair—to initiate the contact with RiskMetric’s research team.  It’s common for a director to lead the discussion, ” said Patrick McGurn, Special Counsel , RiskMetrics Group.

These discussions typically focus on an issue upon which RMG will make a vote recommendation rather than a rating.  “We’ve been encouraged by the broader response to the concerns we raise about governance,” McGurn said.

Many directors were hoping that concerns over executive compensation would melt away as the stock market improved, but the populist outrage over executive pay has only increased, which is reflected in the government’s growing intervention in the boardroom.

“Today, the government has its torso in the door, not just its foot,” observed McGurn.  If boards aren’t responsive to shareholder concerns, they place the company’s reputation as well as their own reputations at risk. “Investors expect boards to be more accountable because they see the directors as their elected representatives.”

With say on pay and proxy access all but deferred for the 2010 proxy season, shareholder petitionsand vote-no campaigns will be the focus.  “Every director looks at the results of the vote-no campaigns,” said McGurn “The directors who have worked hard and anticipated the issues will have an easier time.

“As Warren Buffet said, ‘when the tide rolls out, it’s clear who’s wearing a bathing suit.’ And the tide has rolled out.”

Said McGurn: “Smart boards that take control to improve shareholder engagement will be better positioned in this new environment.”