Engagement: New Imperatives

Not so long ago, management, usually through investor relations, was responsible for any communications with shareholders. Directors had little or no contact with shareholders beyond attending the annual general meeting—and that’s pretty much the way the directors liked it. But things began changing rapidly, starting when shareholders got say on pay votes in 2011. Directors (especially compensation committee chairs) began speaking with investors when companies failed or came close to failing their say on pay votes. Directors also started meeting with major shareholders when there were high­ profile shareholder proposal campaigns and proxy contests. Given the rise of activist investors, it’s critical for directors to build relationships with major investors before any challenges arise.