Why boards and executives need investor-grade data for smoother AGMs and sharper engagement
Long-term value creation depends on keeping the company on course. Boards and management set the direction, while investors test whether governance, leadership, compensation, capital allocation and disclosure support it.
As expectations shift and voting authority fragments, old assumptions about how investors decide are becoming less reliable. Directors, C-suite leaders, GCs and IROs need data that shows how different investors may evaluate the company’s choice. This helps address concerns before they become votes, activism or difficult shareholder conversations.
Defensible governance is not about conforming to a single proxy advisor’s recommendation. It means making informed, company-specific choices; understanding how they compare with peers; and explaining the rationale to investors, employees, regulators and the board.
Diligent Market Intelligence (DMI) provides the evidence. Companies can benchmark board composition, independence, tenure, committees, governance provisions and executive compensation; examine voting histories and rationales; identify recurring concerns; and assess whether their governance profile resembles companies that have attracted activist attention or faced challenges to director slates.
The objective is not a generic score. It is to distinguish what is ordinary from what may be vulnerable, what is changing from what remains settled, and where disclosure, engagement or governance planning needs to do more work.
Asset managers are developing internal policies and voting models. Active and passive stewardship teams may approach the same issue differently, while pass-through voting gives some underlying investors greater influence over how shares are voted.
Recent changes and interpretations around Schedule 13D and 13G filings have also contributed to a pull-back in shareholder engagement. Investors may be more cautious in meetings and less direct about their views, reducing the candid feedback companies rely on. Companies therefore have to work harder to see the company from a shareholder’s perspective. Diligent’s expertise in providing voting-grade data to investors offers a clearer view of the policies, histories, rationales, benchmarks and activist precedents shaping shareholder decisions.
DMI data already powers shareholder advisory practices at Wall Street banks, law firms and proxy solicitors. These advisors use it to assess governance risk, benchmark compensation, understand voting behavior, prepare for activism and support engagement ahead of an annual meeting.
The same intelligence can give the board, C-suite, legal, investor relations and executive leadership a shared evidence base. DMI brings together more than 850 governance and compensation data points with voting histories and rationales, investor policies, shareholder proposals, activist campaigns and vulnerability indicators. It supports proxy preparation, board and committee pre-reads, advisor briefings, shareholder prioritization, engagement tracking and post-meeting analysis.
An early-adopter program for Diligent’s forthcoming Elevate Governance report showed the value of this approach. Customers viewed it as a governance-intelligence summary that consolidates insights in a single board-ready document. Companies without a robust advisory network saw greater value and were keen to incorporate it into governance-planning workflows.
Peer benchmarking is not imitation. It tests whether the company’s governance model is aligned with its strategy and understandable within the market.
Boards can assess whether skills, experience and succession plans fit the next phase of the business. Compensation committees can evaluate whether pay is competitive, explainable and aligned with performance. GCs and IROs can identify where governance provisions, disclosure or engagement may invite questions before they become opposition.
No dataset guarantees outperformance. Better benchmarking can, however, help boards identify conditions that support investor confidence, sustainable value creation and a credible strategic narrative.
The Wall Street Journal’s Top 250 Board Directors report provides a strong proof point. DMI was selected as the primary data supplier, contributing data on director experience, board role and tenure, vote support, diversity, attendance, governance and vulnerability. The WSJ created its own methodology and combined DMI data with other providers and third-party analysis; DMI did not determine the ranking.
The lesson is not that data can declare which boards are best. It is that rigorous, comparable intelligence makes board performance, governance quality and investor expectations more visible. That same discipline informs Diligent’s best-board research and future-ready board work: using evidence to prepare for scrutiny and keep governance connected to long-term strategy.
DMI is therefore more than an annual meeting defense. It gives the board, management and advisors a shared view of market intelligence so the company can address concerns earlier, engage shareholders more precisely and make better-informed decisions on the course that creates long-term value.
