Director Tip Sheet: Discussing Boardroom Diversity with Major Shareholders

In brief: Institutional investors’ recent signals to boards indicate a stronger-than-ever focus on the issue of boardroom diversity. One-quarter of mid-cap companies and 29 percent of large-cap companies who had a representative from their board meet with institutional investors in the prior 12 months reported that board composition issues like director skill sets and diversity were discussed in that director investor meeting, according to the 2017–2018 NACD Public Company Governance Survey (p. 39).

This tip sheet—created with input from the investor community—offers guidance to help boards consider the topics that could arise during director-investor conversations about board diversity and composition.

This resource provides boards with guidance on the following:

• Who an investor representative might contact to discuss boardroom diversity

• The questions investors may discuss with board leadership and/or management related to boardroom diversity

• Tips from NACD and/or the investor community to keep in mind when considering how your board might answer an investor’s question

• A section where you may write your preparation notes before your investor-director discussion

Most relevant audiences: board chairs, independent directors, nominating and governance committee chairs, nominating and governance committee members