Corporate Secretary’s report: “Corporate transactions and the board: Governance across M&A” reveals benchmarking data on board M&A oversight practices based on the results of a recent survey of 211 governance professionals worldwide (50% US | 17% Canada) across public companies (44% mega- and large cap | 25% mid-cap | 24% small-cap).
North America-specific findings (except as otherwise indicated) include:
Board oversight—The vast majority of boards both in North America and globally task the full board with primary oversight of M&A strategy (77% US and 77% globally), with the audit committee also often having some oversight responsibility (41% North America and 42% globally).
Corporate secretary role—Beyond the board itself, outside advisors are the most common human resource used by the board to assist with M&A strategy (79%). About three-quarters of respondents also look to Finance and the Corporate Secretary/GC for assistance.
Frequency on the agenda—A majority of boards (53%) discuss M&A strategy on an ad hoc basis; 28% of boards discuss the issues at every board meeting.
Management briefings—Similarly, a majority of respondents said that management briefs the board on M&A strategy issues on an ad-hoc basis, while one-third said they brief the board at every board meeting.
Investor interest—A plurality of respondents (38%) said that investors occasionally ask about the company’s M&A strategy, while 15% said investors frequently ask about this.
ESG considerations—A plurality of respondents (41%) said their boards don’t consider ESG factors in the company’s M&A strategy and target selection; however, 20% were unsure. This compares to 50% globally who indicated their boards consider ESG factors.
The report also includes results by market cap.