Many thanks to NYSE Governance Services for including my perspective in their 14th annual Director survey, What Directors Think, Shifting Gears in 2017
“The easiest way to manage the responsibility and risks we assume is to employ the right board of directors” said Margaret Whelan, a member of the audit, compensation, and governance and nominating committees at TopBuild. “Activists are successful in gaining at least one board seat in 80% of their campaigns,” she continues, “so evaluate and refresh your board regularly, and enforce age and term limits to allow new energy into the boardroom.”
Whelan, the TopBuild director, is also an investment banker and works on all sides of the table with activists. She believes board members can fight off activism by being their own activists and evaluating each other at least once a year, calling peers out if they’re not showing up. “As directors, the buck stops with us,” she affirms, “We have the ultimate responsibility to all stakeholders. We can’t afford to be passive in an environment where there is so much uncertainty. Whelan believes directors stand to gain from engaging with activists and listening to the advice some of the investors with a longer term focus have to dispense.