Key Findings

• The majority of survey respondents (60%) state that their companies do not permit Board members to engage directly with shareholders (defined as in-person or via telephone).    

• Within companies that do allow direct communication, 65% state that any Board member may speak directly, while 35% state that only certain Board members may speak directly to shareholders.

• Within companies that do allow direct communication, 57% indicate that a member of management is not required to be present during these discussions.

• In general, as market cap increases, so does the likelihood that only certain Board members may speak with shareholders and that management’s presence is required.

   

   

• Companies are only slightly more likely (43%) to facilitate indirect communication between Boards and shareholders (defined as e-mail responses to questions via a third-party, such as the IR department or Corporate Secretary’s office), than direct communication (40%).

• The most likely venues for direct interactions between Board members and shareholders are annual meetings (49%), through the proxy voting arms of institutional shareholders (11%), during non-deal roadshows/one-on-one meetings (9%), and at analyst days (8%).

• For those that reported Board-shareholder contact within the last two years, the average number of direct communications over this period was nearly five.

   

• On average, one out of every five of these communications within the last two years was a result of activist or shareholder proxy proposal activities.