An effective board can guide strategic direction and support long-term value creation, while maintaining accountability to stakeholders. Board effectiveness is characterized by diverse expertise, strong governance practices, and a culture of accountability and engagement. Key factors that contribute to board effectiveness include thoughtful board composition, clear and consistent disclosure practices, and meaningful engagement with both management and shareholders.[1] Investors can help support board effectiveness considerations by incorporating requirements that support and measure board effectiveness into their proxy voting and engagement guidelines.
Proxy voting guidelines can include board effectiveness requirements on board composition — which can include requirements for diversity, skills and experience — and requests for clear, transparent disclosure on such requirements, including potential voting action against directors for insufficient disclosures.
Shareholders can also engage directly with board members or senior leaders to help support board effectiveness and promote transparency and accountability. By integrating board effectiveness considerations into their engagement guidelines, shareholders can better understand the dynamics of the board and the mechanisms in place to ensure effective governance. Board engagement also allows shareholders to understand how boards are overseeing emerging governance risks, which may include topics such as cybersecurity and the responsible use of AI.
Proxy voting and engagement policies are important mechanisms for shareholders to support board effectiveness, and shareholders could consider ways to further integrate these considerations into their policies and guidelines.
[1] Paula Graullera Castillejos, ‘How Diverse Leadership Teams Boost Innovation’, S&P Global, 2024 April 1, https://cdn.ihsmarkit.com/www/pdf/0424/Stakeholder-Governance_SP-Global_April-2024.pdf [accessed 8 August 2025].