Vanguard’s new “Director capacity and commitment” stewardship insights publication identifies the factors it may deem relevant to “granting” exceptions to its director overboarding policy, which include companies’ efforts to increase board diversity, as well as transitional periods (e.g., interim appointments), director commitments to step down from a board by the following year’s annual meeting, and other factors based on its company-specific analysis.
More generally, Vanguard expects board composition disclosure to include diversity characteristics and a skills matrix, welcomes additional disclosure relative to a self-identified overboarding issue (relative to its policy), and encourages boards to communicate additional information about challenges they may be encountering (e.g., succession planning, recruitment processes, and board capacity) in evolving their boards.
See these prior reports: “Director Overboarding Policies on the Rise,” “Director Overboarding Policies,” and “Director Overboarding Policies: State of Play” and additional information & resources on our Institutional Investors page.
This post first appeared in the weekly Society Alert!