Corporate Secretary's discussions with governance professionals about several of the current governance hot topics, revealed in this new article: "Governance professionals look to 2019," (also here) generated some share-worthy ideas and approaches, including these:
- Human Capital Management: In response to investors' interest in companies' human capital management practices (whether perceived by investors as a potential "red flag" indicator or otherwise), consider inviting discussion on this topic with investors, and including the company's Diversity & Inclusion head on shareholder engagement calls.
- Board Oversight - #MeToo & Corporate Culture: Consider amending board committee charters to expressly assign oversight responsibility for the company's practices in these areas. The audit committee and compensation committee were identified as possible committee "candidates."
- Diversity: Short of, or in addition to, specified board diversity targets or quotas, aim for broader diversity on director nomination pools and slates, and - more generally - integrating diversity considerations into each step of the recruitment and selection processes.
- Board Evaluations: Change the board's evaluation methods periodically from questionnaires to live interviews, use of third-party facilitators, etc. According to Visa VP, Securities Counsel & Assistant Corporate Secretary Doug Stewart, the company conducts third party-facilitated in-person interviews every year, and the evaluations are 'like preventative medicine" in terms of addressing the bigger issues. And PwC's Governance Insights Center Paula Loop touts board evaluations' benefit to both board performance and refreshment, indicating that she expects to see more board evaluation process disclosure in the upcoming proxy season. See "CII Releases Board Evaluation Disclosure Best Practices" below.