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Pre-empting Activism – Back to Board Basics

Updated: Apr 14, 2023




Activism is back after a brief decline during the Pandemic. Indeed, on a global basis activist campaigns saw a resurgence in 2022, up some 36% on prior year, and 2023 has already seen significant activist engagement. This includes high profile activist campaigns where the activists' proposals were largely adopted by the target Boards.


Given Fidelio’s focus on building Board and leadership capability, we are certainly seeing an increased incidence of activism both from the corporate and investor perspective.


The Board has a critical role to play in pre-empting activism and Fidelio frequently provides guidance and support to Boards at risk of or subject to activist campaigns. To that end, we recently hosted a webinar exploring how Boards can think through and be better prepared for activist attention.

Interestingly, we received quite a heated response from a small number of Non-Executives who argued that Boards should not be trying to suppress activists, in particular those focused on climate change.


Fidelio recognises that activists often have an important message for corporates: our focus is not suppressing that message, but encouraging Boards to be on the front foot in navigating strategy and change. Boards which are reactive can quickly find that they lose the initiative, with the agenda being set by others, who may or may not have the best long-term interests of the company at heart.


THE ACTIVIST INFLUENCE


Activism clearly has a role to play in efficient financial markets: 53% of participants in Fidelio’s webinar considered activism to be a constructive force in the capital markets, while 47% saw activism as a major disruptor for corporates and Boards.


Fidelio was joined in our activist discussion by Cas Sydorowitz, Global Head of Activism and M&A at Georgeson. Cas drew upon extensive AGM experience and data to reflect that traditionally disparate strands of activism – financial, environmental, social – are becoming much more interwoven. Institutional investors are becoming impatient with Boards that fail to address key business issues which increasingly have an ESG dimension. This confluence of interests can come together very powerfully at the AGM.


Boards are in many ways a fulcrum and an important lever for activists. Some will seek a Board seat; others will use AGM votes to flag dissatisfaction with Boards and individual Board Members on key issues ranging from progress towards Net Zero or diverging viewpoints on capital allocation.


BOARD BASICS


Without a doubt Boards are being faced with increasingly complex challenges and activists have identified a much broader range of strategies to unlock value. For Boards, however, the basics remain in place. If Boards wish to remain on the front foot in navigating change and uncertainty, rather than ceding the agenda to activists, then core competencies are important. The key Board priorities have not changed:

  1. Activism is multi-faceted, but old disciplines pertain – know your share register and stakeholder map

  2. As a Board, be very clear what you / the company is committing to with shareholders and stakeholders

  3. Make sure that the Board and management are aligned to these objectives – composition, commitment

  4. Ensure effective engagement and communication with shareholders and stakeholders at Board and management level

  5. Better you as Board undertake the heavy lifting before being compelled by the activist

And above all, expect activism. As a Board, you will then be much better prepared for it.


To view Fidelio’s webinar “Pre-empting activism – the Role of the Board”, please click here.


Fidelio brings extensive experience of guiding and supporting Boards in terms of shareholder and stakeholder engagement, both in the UK and internationally. This clearly contibutes to pre-empting activism and the Board is undoubtedly an important part of the value equation here.

 

For further details of Fidelio’s approach to building Board capability and our track record in Evaluation, Development and Search, please contact Gillian Karran-Cumberlege.


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Fidelio Partners Board Development & Executive Search Ltd
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+44 (0) 20 7759 2200
info@fideliopartners.com

Fidelio Partners LLP is a company registered in England and Wales with Company Number OC345377.
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