Rethinking shareholder engagement in 2026

Intro: Welcome to the Corporate Director Podcast, where we discuss the experiences and ideas behind what's working in corporate board governance in our digital tech-fueled world. Here, you'll discover new insights from corporate leaders and governance researchers with compelling stories about corporate governance, strategy, board culture, risk management, digital transformation, and more.

Dottie Schindlinger: Hi, everybody, and welcome back to the Corporate Director Podcast, the voice of modern governance. My name is Dottie Schindlerger, executive director of the Diligent Institute, and I'm joined once again by my two amazing co-hosts, Meghan Day, strategy leader here at Diligent. Meghan, how you doing?

Meghan Day: I'm very well, Dottie.

Dottie Schindlinger: And Kira Ciccarelli, head of research for Diligent Institute. Kira, welcome. Thank you. Happy to be here. And happy to talk about AI, guys? 'Cause

Meghan Day: I think that's all we talk about

Dottie Schindlinger: now, right? Always. What's

Meghan Day: today's AI topic du jour?

Dottie Schindlinger: Always, always, always. Well, I'm glad to have a chance to catch up with the two of you, 'cause I know I've been globe-trotting for the last couple of weeks.

So what's been cooking here in the U.S.?

One thing that has jumped out at me in the last couple weeks, I was just reading this morning in the Harvard Law School Corporate Governance forum a recent report that came out of ISS that definitely aligns to some of the data that we've seen coming out of our Diligent Market Intelligence business unit as well on AI-related shareholder proposals and how that's kind of impacting proxy season.

I was so glad you flagged this for us, Kira, 'cause there, there's a lot in here to unpack. Meghan, I, I know you had a chance to read it too. Was there something that really stood out for you?

Meghan Day: No, it's just interesting to see this emerge. And let's be honest here. We're not talking about, like, thousands of proposals.

We're, we're talking about 29 in 2026, but that's slowly but surely increasing, and so I do think it's something that we need to keep an eye on.

Dottie Schindlinger: I do too. I think some of the, some of the big takeaways from this report that they flagged that I thought were interesting, um, the first one is the one that really stood out to me.

As AI becomes increasingly embedded in corporate strategy, capital allocation, and infrastructure planning, investors are evaluating not only growth opportunities but also the board's ability to oversee associated risks and externalities. That, to me, is the punchline, right? I mean, this is what we've been talking about all year.

Are boards fit for purpose in this AI era? I mean, it is, it is a central question weighing very heavily on my mind about whether or not we're ready for this. A- and, and it really worries me. I mean, I, I go to these conferences. I listen to directors. I listen to senior leaders talking about these issues, and there's definitely a kind of a, still, a deer in the headlights feeling.

I don't know. I, I think this is, uh, this is an important signal coming out of ISS.

Meghan Day: Yeah, it's interesting. Who, who is ultimately going to lead the charge here? Who will become the, uh, the model company, if you will? I mean, everyone that was cited in this report names AI as a material risk in its 10-K.

Microsoft and Meta both have AI in a board committee charter. You know, the, the, the right steps are coming to play here as we've seen in cyber, as we've seen, you know, in financial expertise, all of these things that we've talked about in the past. But then there's these other, like, left field ideas like the one I think we talked about in an earlier episode, Kira, about a government-nominated director on, on these boards.

Kira Ciccarelli: Yeah. The lines that stuck out to me: AI-related investor concerns extend beyond technology execution, and the debate is increasingly shifting from AI oversight to AI governance adequacy. So that definitely aligns with, I think, what we've been seeing come out of our survey research at the institute this year.

And this kind of queues up our interview today, but I think the natural follow-up question would then be, okay, so if an investor does start asking questions about your AI policy and plans, who is prepared to talk to them about it?

Dottie Schindlinger: So I'm glad you brought that up, Kira, and I know we're gonna get to the interview in just a moment, but that is a really good tie-in to where I've been the last couple of weeks.

So I was in, um, Munich, Germany, and then I was in London for a couple of different events with directors where we talked about some of these issues. The one that we had in, in Germany was particularly salient because we brought together a group of about 35 supervisory board members, C-level executives, general counsel, and others from some of the largest companies across the DACH region.

And we also had a special guest appearance by Brando Benifei, who is the kinda key Minister of Parliament for the EU Parliament who wrote the EU AI Act. And one of his points when he joined us was to say, "You know, we're beyond the legislation phase. We're now in the enforcement phase." And you could almost see everybody in the room blanch a little bit.

And, you know, he was saying, like, "When you work with us, the way we want you to work with us is to talk to us about where the pinch points are, where the challenge points are. And one of the things we're concerned about is whether or not we've got the expertise needed to really credibly oversee AI risk."

And, you know, if, if he's saying that from the parliament perspective, and then you have directors and others sort of thinking the same thing, I just think there's a lot of work that needs to be done very, very, very quickly. And so, you know, this first event that we had in, in Munich, it's part of this series of listening posts that we're organizing with the New York Stock Exchange, kind of all over the world with directors and senior leaders to find out what should the future of corporate governance look like to make sure that we are ready for this, to make sure we're doing a good job in this AI era.

And I think there's gonna be a lot to be said on this topic as we continue to have these conversations.

Meghan Day: Well, that just raises so many questions for me, Dottie. I feel like that could be an episode in and of itself, but it just ke- it keep coming back to me, this idea of, like, where do you start? You know, is this a skills problem?

Is this a structure problem? Is it an information problem? Is it a problem of all of those things and more probably?

Dottie Schindlinger: Well, that's a good segue for us to listen to the interview that you had a chance to do with my friend, Steven Brown, who's at the KPMG Board Leadership Center. I know you had a chance to talk to him about shareholder proposals and kind of what's happening on that front.

So let's give that a listen, and we'll come back and talk about what we just heard

Meghan Day: Joining us on the Corporate Director podcast today is Steven Brown, senior advisor at KPMG's Board Leadership Center. Steven, welcome back to the show.

Stephen Brown: Oh, happy to be here. Thank you for having me, Meghan.

Meghan Day: Well, for our listeners who may not know your path, can you tell us a little bit about your role and how you ended up at the Board Leadership Center?

Stephen Brown: Sure, sure. Well, the KPMG Board Leadership Center, first I'll just talk a little bit about that. Uh, it's the unit of the firm here in the United States that advises our client boardrooms and those who work inside the client boardroom, so the C-suite. And we're able to do that by providing, uh, sort of judgment-driven, uh, advice and insights on corporate governance, and we do that by having a group of professionals like myself, senior advisors, who bring a wealth of corporate governance expertise to the business.

So I'm like many of my other colleagues. Uh, I'm a securities lawyer that practiced at, at large, uh, New York and DC firms, where we represented boards of directors and executives, uh, and the company as a whole. I happen also to be a- an academic. This is my 18th year of teaching. I've taught undergrads, B school, and now I'm teaching, uh, back at law school, teaching law students for the last five years.

My oth-... I have another colleague who's, uh, who does the same thing as a, as an academic. I have multiple personalities inside and multiple careers that, that my, myself and my colleagues have that bring our expertise to the business. And I was, so I was an investor, sort of head of stewardship of a large asset manager.

Uh, so all of that, and my colleagues who share a similar background, leads us to bring over 150 years of experience, uh, to the boardroom about corporate governance. So that's the Board Leadership Center, a- and I've, I've been here for about 10 years. We have a great group of people who have, uh, an equal amount of expertise that we lend inside the boardroom.

Meghan Day: That's fantastic. And one recent area of expertise that you shared some wisdom on was related to shareholder engagement. You recently wrote a piece for KPMG's Board Leadership Center's website, and I'd love to dive into that topic today. From my perspective, I'd say, what? Close to a decade or so, shareholder engagement has been pretty predictable from a rhythm standpoint.

Investors told companies their priorities, companies responded. But you wrote in your piece that this really changed in 2025. What happened, and what does that mean for engagements today?

Stephen Brown: Well, first, one, thank you for reading it. Uh, that makes me happy. Second, you're exactly right. In, in my career, I don't think I've seen, as a lawyer and advisor to boards, uh, as an investment banker in the past, uh, sort of over 30 years of experience, I don't think I've seen such a potential change from a securities law standpoint, from a corporate governance standpoint as I see where we are in today.

And you're absolutely right, Meghan. The rhythm, I call it the board diplomacy between, the diplomacy between investors And boards have never been better, and that's a 20-year growth in transparency. There, you had, uh, institutional investors sharing more than what was in their disclosed policies about how they vote.

They, they actually voluntarily, uh, had reams or volumes of information about what they think, what they wanted out of corporations. You had, uh, higher access to directors of companies and with engagement. You had more meaningful, informed votes that invest- investors were making because they had more information from directors.

Uh, so I think that, that was a great... And I've saw the growth throughout my career. What's in jeopardy now is because of structural and contextual changes, uh, f- first, uh, with the SEC change to how it interpreted who, if you were an investor that was a controlled investor or an activist investor, that's how you reported on a, on a Form 13-D, Form 13-G.

And for decades, plenty of passive institutional investors filed the lesser in, uh, the form that in- required a lot less information, a lot, lot... It was a lot less onerous than an activist investor. There was an interpretation by the SEC, uh, in the last year that said that they're really looking at this, and you have to have some caution.

So that led to a muting of investor discussions, and they, so they, so they were not voluntarily putting out messages about what they wanted, how they voted, how they think they will vote, issues that they wanted. And so it's a lot harder for management and the board to know beforehand, to understand where investors were going.

So it, it's really made it hard. I'd combine that, too, to sort of complete the answer, uh, Meghan, of the, again, that's a regulatory hurdle that just got higher for investors. The other thing that, quite frankly, w- is a hurdle is the legislative state and federal lawsuits, threat of lawsuits. Uh, SEC just issued a, a 21A report, the types of reports they issue that we will not have enforcement on that particular entity.

But we, we write this to tell you the whole story so that players in the space that, that file securities, uh, disclosure can understand, uh, of what to be cautious about. Again, so you have a fair amount of, uh, uh, hurdles that have been raised from potential lawsuits, potential inquiry, potential enforcements that have, uh, helped to mute that diplomacy between boardrooms and investors that I think had improved immensely over the last 20 years

Meghan Day: Really interesting and helpful context there.

Also in the article, you urge boards to get specific about who management is engaging, not just the largest shareholders. How should boards think about setting those engagement priorities now?

Stephen Brown: The typical thing to think about is, uh, you have your largest shareholders and understand how they feel and what they want, and I think that's extremely important.

I just remind folks that we- we're a few weeks from elections here in the United States, so it's much like a congressman would think about managing his constituencies. Uh, you wanna meet with your major constituents, maybe major donors, uh, but you also wanna meet with those who are noisy. So maybe they're not a major donor, or here in this case, the analogy for, uh, a corporation is that they're not a large holder, but they're known to be noisy.

You want to give them some time to understand what their concerns are and sort of be able to understand if they will be noisy down the road. So I like to think about it in a sort of red, yellow, green. There are folks who you may not have to give a lot of handholding to, and there are other folks who, uh, are in that, uh, red and yellow stage where you want to engage with.

You want management to have an engagement practice. So they can be very large holders, uh, and, and small holders, but they're noisy

Meghan Day: Well, along those same lines, IR teams are, are really great at reading sentiment on earnings and strategy, but how often does anyone actually ask, "What do our investors think of us, the board?"

What should directors be asking management to find out? I mean, I think that's especially relevant on, on something like AI, where it's a hot button topic, but it's also still kind of nascent and emerging, and investors want to know who's actually minding the store.

Stephen Brown: Absolutely. And in the investor relations world, in the IR world, uh, it's called talking the company's book, which they're v- traditionally very good at, or you hope that they're good at.

I like to think about the board's book. And when you say that to many IR professionals, they're like, "What are you talking about?" That's how the board operates, how they think, what goes on in the boardroom. And that's because investors vote on corporate actions rarely, but just about every year, they vote on people, board members.

So many of the questions are on, is on board composition. How does the board think about X? And so I encourage directors to ensure that the management team understands the board's book, board composition, issues which may not daily inside of an IR shop they would think about. But it is what's thought about come, uh, the annual proxy season that directors want to understand that they get reelected by a very high margin and that we're all equally elected.

You know, uh, they'll all get 97%, but one person might get 80. Of course, that passes, uh, substantially passes over the 50.1%, but that person who has 80 wants to know why I got less than the other seven people on the board, right? So understanding the board's book is important to tell the story because they're gonna be voted on, uh, annually by investors, and they want to understand that part.

Meghan Day: That makes sense. Again, from the board perspective, we know that they're overseeing a growing list of governance issues. And from what you're saying now, investors might be saying a little less out loud. You suggest management should be able to name two or three issues that really matter most to shareholders.

How do you get to that when maybe, you know, you're not volunteering an answer on the investor side?

Stephen Brown: Absolutely. And, uh, by the way, in, in, in these, so we've seen a whole, uh, year of this type of engagement where in the past the investor organization would have reached out to the company, "Let's do engagement."

And some of our largest investors will do that engagement, but the company needs to reach out to them. So they're very particular where their lawyers have they... And I'm a lawyer, so I, I appreciate them deeply, so I'm not talking poorly about lawyers. Like, they're very important, and that's, my livelihood was built on that.

But, uh, but they have created a, for theirselves, a legal framework to ensure they don't get entrapped in some of these structural changes that I talked about a little bit earlier. So part of that is that the company needs to reach out to them, and then they'll agree, then they have a discussion. And I like to think about, again, from the seat of a director asking management, "Now, what's your engagement plan?

Tell me who, who are you going to meet and who you've met. What did they say?" And when you ask that, you will get a plan whether or not they had it when they originally asked you. You know, give them a few days and they'll, they'll get it to you. But part of that is asking the question to ensure that management is doing this job of getting the investor intelligence.

And, and then quite frankly, being around institutional investors. Council of Institutional Investor, a large organization of all the investors around the globe, institutional investors around the globe, uh, that meets twice a year, being among them to hear what they're thinking of and having that relationship.

So as a director, I would want my management team to have that closeness to investors to gain that investor intelligence. By the way, you can also, uh, hire their firms that will help you with perception studies, that with third-party firms that will ask investors questions so that feedback is given about how investors feel about you.

Again, they will have a feeling about the company. There's also about how they feel about the persons sitting on the board.

Meghan Day: Good to know. One other area that maybe doesn't come, come up as often, but that's directors stepping in to speak with shareholders. You recommend a break-the-glass plan for when an independent director needs to step in and do that.

Can you talk a little bit about what sets that off and what needs to be decided before an alarm goes off?

Stephen Brown: Sure. Um, and where independent director engagement with investors in Europe is part of the course and has been, not necessarily so in the United States. And, and, and I don't believe that it should be absolutely routine that it's the independent directors that go out and do engagement, the management should do that for them.

But there are cases where the independent directors have to do it. We've seen over the last decade, if there is a comp issue, if you lost your comp vote last year, your say on pay vote, or you, you came, became close to losing your vote, there is no question that the, the head of the comp committee, who by, by law is an independent director, needs to get out there on the road.

There are other bigger issues where there may be shareholder unrest where they want to see a director. I mean, I, I was in this role for 10 years at an asset manager, and I would tell people all the time, "I, I literally wanna see the whites of your eyes." I wanna understand that a director who's essentially, theoretically is my representative in that boardroom, understands what she's doing and how she thinks about issues.

That said, um, and here I go back to my corporate secretary side, uh, for management, which is that I want anyone who's talking to, uh, investors to go through some training. And I, I've, I've seen it all the time. There are plenty of directors who are very well-achieved individuals who believe that they can do this, and they've done it as CEOs or, or, or other parts of management in, in their s- previous day job.

But when you do sort of structured training and, you know, act like an activist or act like an in- an institutional investor, it comes out that perhaps they weren't ready for that question or wasn't, wasn't ready for a question, which by the way, they never heard from the last 10 investors, but heard from a particular investor who has a particular way of sort of, of driving at things.

So I think training is absolutely important, and then you can let them, uh, sort of do what they need to do. But training, pre- pre-training is really, really important.

Meghan Day: Great advice. For boards looking to strengthen their approach, what's, you know, a piece of advice or a practical step they can take to gather better intelligence or do something to make, you know, these engagements more effective?

Stephen Brown: Two big points. Uh, and it's g- and they're reiterating what I've already said, uh, but making them poignant, which is you need to rely on management. And the first part of relying on management is asking them the question, "Walk me through your plan for shareholder engagement." And what you wanna hear is that it's complete and that it's robust, and that here's the list that we're gonna talk to or we have talked to.

Here's, you know, our team attends certain events where investors are. They have their ear to the ground. We've done perception studies. I want to hear the complete, as a director, I want to hear the completeness of the plan. And the second thing that I just mentioned, which is training of your directors who may be asked to go out on the road.

And I say that, it sounds so simple, but a lot of direct- they just don't wanna do it, or they don't believe they need to do it. And I'm here to tell you, as someone who's been part of these meetings back as an investor, there are some directors who do this beautifully and there are others who don't And what typically happens is that in the evening dinner before the board meeting, board gets together and they decide, okay, Johnny's gonna go out and, uh, talk to investors.

And then they get to the board meeting next morning and they tell management, "Look, Johnny has the time and he's gonna do it." And Johnny may not, may have not been the best person, but all of a sudden Johnny's been anointed. And so I'd like to catch that situation before it happens, saying, "Well, that's fine, but everyone, as a policy, who d- goes out and speaks on behalf of, of, uh, of, uh, the corporation needs to go through s- certain training."

And that sometimes stops them, or, and that's, and then at the, at the very least, it has them go through the training so they're ready for it.

Meghan Day: I like blaming it on a policy. That's always a great approach.

Stephen Brown: Yeah. Well, well, and that's why you have to create the policy first before the incident ha- If you have the policy, you can always rely that here's what the policy says, and it's not, uh, it doesn't become personal.

Meghan Day: Uh, absolutely. Well, Steven, before we let you go, a couple of questions that we ask all of our guests. The first is, what do you think will be the biggest difference between boardrooms today and 10 years from now?

Stephen Brown: Oh. Um, you know what's very interesting to me these days? Which, and it involves of course AI, which is the shrinking of the asymmetry of information between management and the directors.

So, directors are gonna have more tools, or the tool is AI, to do scenario planning on their own. And yes, there are confidentiality issues and security issues, but that can be mitigated. That's gonna get resolved. Um, and going forward 10 years from now, it, it's gonna be a very different boardroom and a very different board prep.

And my, my concerns there are, are not the security issues. We'll figure it out or we won't figure it out, but it's, it's gonna change the dynamic in the boardroom. Directors are gonna come into that board room with a lot more information than they have had yesterday, and it changes that relationship. But it could be for the better or it could be a disaster, and I think that's what management has to think about.

How do they manage that asymmetry of information which is going to shrink?

Meghan Day: What was the last thing you read, watched, or listened to that made you think about governance in a new light?

Stephen Brown: I'm a law professor, so I'm in class, uh, this, this semester. So a lot of my reading, and I, I'm a law professor on corporate governance, an advanced corporate law class, and so I read constantly, and I read constantly over the summer to figure out how I'm gonna change my syllabus.

And so in general, uh, and this sounds boring, but this is part of my job, is that I've, uh, I've, I've, I've... I read about 100 law review articles and Harvard Business School case studies to figure out how I change my, my, my syllabus for the coming year, and I make it absolutely relevant. And so, um, and all of those have to deal with corporate governance.

Um, and so I, I don't have a, a sexy novel to sort of bring to you that made me think about corporate governance. Uh, I do have some sexy novels. I actually have one right here, which I'll eventually get to, by a good friend who's written it, but none of them have made me think about the job. But it's the law review articles on governance that have me thinking about corporate governance.

Meghan Day: That's fantastic. And, uh, we'll, we'll be sure to get your, uh, book picks, uh, in a, in a separate interview, right? Sure. Well, last but not least, Steven, what is your current passion project?

Stephen Brown: Um, the- these are ques- all these questions to make, uh, I, I guess to have your guests seem human. Um, and so I get a little bit embarrassed

Meghan Day: that I've- Yes

don't have- But we understand you're a lawyer, but you are human, too.

Stephen Brown: Yeah. And I, and I, I say, "Oh, but I do have some passions." I will tell you, what I really appreciate as a father now of teenage, uh, twins, twin girls, is, uh, being able to take them to museums, which if can, you can imagine is a little bit stressful because they'd rather not a- as, as 13-year-olds.

Sure. Um, but is to be able to share what we see in those museums. And we were at a recent, uh, Keith Haring, uh, uh, an artist from New York, or a New York street artist, uh, who passed away in the 1990s, being able to relate to... In the 1990s, by the way, in the late '80s, was my time, um, as a older teenager. And so to be able to bridge the what I saw and how this is reflecting it, uh, which is history for them, has been, uh, particularly perfect and, uh, I real- I'm really enjoying that.

So visiting museums with my daughters is, is my current passion that I'm trying to, uh, push down their throats while I can, um, have some, uh, agency over them.

Meghan Day: I love it. That is a great, great project. Well, Steven, thank you so much for joining us on the show today.

Stephen Brown: Happy to be here, and thank you so much for inviting me.

Meghan Day: Always great to catch up with Stephen. It's so interesting to see the dynamic around shareholder engagement continue to evolve. And then when you layer in these topics that are so complex, like AI, if maybe these engagements with investors are becoming maybe less transparent, how does a board show competence without maybe naming AI in a skills matrix or, or something like that?

It's a really, um, really interesting thing to think about.

Dottie Schindlinger: And, and to that point, Meghan, even if they name AI in a skills matrix, is it true? Well, there, there's that, too.

Meghan Day: Right. This is- I mean, so how do you define those things?

Dottie Schindlinger: I mean, this is one of these, these crazy situations with AI where, you know, even when I talk to people who are legitimate data scientists, they'll say to me, "Oh, I don't consider myself an AI expert."

I think, good Lord, if you're not an AI expert, we are all doomed. Because who's an

Meghan Day: AI expert? I mean, it's, it's really quite a question. But if, if, you know, yes, in theory you'll be talking, i- as we just met- talked to Stephen about, yes, you'll be talking to a wide swath of your investor base. But if you look at the documents that you put forward, you know, you have your skill matrix, you have brief board bios, you have your list of major risks.

Like, is that enough to communicate your AI posture and your AI governance to a group of

Kira Ciccarelli: investors? Probably not. And I think that just goes back to Stephen's point about why it's so important that you actually have bespoke training for investor engagement so that you know exactly what to talk about, how to talk about it, and have it in sort of a written policy somewhere so that you don't, you know, if you are put in front of a group of investors, you know what you should be saying and how you should be talking about all of these different things, even if you might not consider yourself an expert on the subject matter.

Meghan Day: Yeah.

Dottie Schindlinger: Yeah. I, I know one thing that I kinda took away from this conversation is something that I've spoken to Stephen about before, um, in other meetings with him, that he's got a concern about the blurring that's happening between management and governance. And, you know, that he's, he's really concerned about that.

In fact, one time I- we had this conversation where he was really concerned about this idea of having more dashboard reporting available to boards because he felt that that was gonna provide too much of a risk for boards to, to be overly reactive to things that don't have enough context behind them, right?

Like, when you think about the kind of report that management gives to the board, they look at the trends, and then they give that sort of retrospective and context, and they build us a narrative around it, and that's what the board reviews and discusses. And in Stephen's argument, he was really seeing that as a positive because you don't want the board to try to do management's job.

You know, you don't want them to be super reactive on every, every small dial change, right? And I've played that back in my head a bunch of times, and I, I know it came up in this conversation. Kerry, did you have a take on that? 'Cause I know that was something you flagged.

Kira Ciccarelli: Yeah. It's tough because meanwhile, what the survey research tends to tell us is that directors are keen for that level of information.

Yes. So it's available. The aperture of the data available and the information out there is only expanding. And when you ask directors, "What do you need to make your jobs better and to be better directors?" They say, "We want less presentation and more time for strategic discussion in the board meetings, but we also want access to all of these tools and information, and we want access to dashboards, and we want real-time info."

So- There's definitely a world in which those two things are a little bit at odds because the more that you have access to, the more that you need to have reported on in the meeting, and then the less time you have for that strategic conversation.

Dottie Schindlinger: It, it has, you're, w- you're right on the money there, Kara.

It has me thinking about, you know, some stuff that's happening here at Diligent. So we ha- we don't usually talk a lot about our own product line, but this week we released, um, something called Ask GovernAI, which is a, a feature set within Diligent Boards that allows directors to query information that's stored in Diligent Boards in a new way, just using a, you know, kinda very familiar chat interface that you would find with any other AI engine.

And, you know, what, what that potentially can do is provide a different way for directors to interact with data and get context without it having to be a carefully constructed narrative created by management. Do you know what I'm saying? And so I, I, I'd be curious to find out, what do investors want? Like, what do investors want from directors?

Do they want directors to have this less filtered, less curated access to information in a way that allows them to maybe query management differently or hold management accountable differently? I, you know, I, I think about it a lot, right? Because if you think about sort of our traditional quarterly meeting cadence, uh, we've been saying this for years now.

I, it just doesn't feel sufficient. It doesn't feel like it's frequent enough, and it doesn't feel like it's give, it's giving you four pulse checks throughout the year and not the, the constant stream of what's really happening at the company. I don't know where the balance is. Meghan, I don't know if you have any thoughts about this.

I just don't know where the balance is.

Meghan Day: The

Dottie Schindlinger: whole time we've been talking about this, I'm just like,

Meghan Day: my

Dottie Schindlinger: wheels are

Meghan Day: spinning.

Dottie Schindlinger: I'm like, "

Meghan Day: Argh." Like, we keep coming back to this, that this, the model just needs to be, uh, not even flipped on its head- Just different ... dismantled and reassembled completely. And, uh, where do we even start with that?

I, I'm trying to even imagine what, like, best and future state would look like, and I'm, I'm even struggling with that. Like, I c- ha- started to, like, spiral and be like, "Well, do we even need a board at all? Or are there other ways to hold management accountable from an investor perspective?" Ultimately, right, that's what this comes down to, is that fiduciary responsibility piece of things and that, that oversight, uh, uh, and stewardship there.

So I, man, I don't know. You guys are leaving me with more questions than answers today.

Kira Ciccarelli: Cue our Future of Corporate Governance Listening series that we're gonna be doing all next year and- Yep. Ooh ... hopefully coming to some potential answers on some of these questions. Yeah. I think for me, a good place to start would be, this is where the phrase human in the loop just starts ringing in my head.

And when I think about dashboard reporting, it shouldn't be here's, like, an information loop straight to the board that's giving you every data point under the sun with zero context and no context for how certain numbers are shifting and what's pushing us into the danger zone and what's fine, you know?

I think it is going to fall to management, whether that be your CEO, your CFO, or the corporate secretary or the GC, to look at what available real-time data points are the most salient, and then be surfacing that up to the board in close to real time with the adequate context.

Dottie Schindlinger: Interesting times that we're living in.

And, and you're right, Kira. We are gonna be doing these listening posts. We are eventually gonna be publishing what we hear as th- the potential answer to the future of corporate governance. We'll be doing that, you know, by the middle of next year. But Meghan, you're not wrong. I mean, some of the questions that we're gonna be asking people are, do we need to just rip it up and start over?

And, and what should it look like? And, you know, listen, I, I still, maybe 'cause I'm, I'm, I've just been doing this too long, I still am on the side of I don't imagine a day yet when investors don't want there to be some humans that they can hold accountable. I just don't think that we're gonna get there anytime soon.

I think investors are s- are, you know, shareholders especially, s- are really gonna want to have a group of people that are deliberating on issues and that they can hold accountable when things go wrong. I just think that's true. That said, your question's a valid one. You know, does it have to be a board?

Is there some other way that that can happen? Is there some other, you know, opportunity? And I, of course, the answer's probably yes. I just don't know what that would look like and how we would dismantle and reassemble everything in a way that is, is functional. You know, it's, it is interesting. We, we sort of lament all the time that corporate governance hasn't changed all that much since the 1680s, but there's probably a reason.

There's probably a reason. And so anyway, it'll be really fascinating to have these, you know, deep conversations with directors and see what they think about this. Of course, you know, we're having conversations about their jobs, so I, I expect those to be a little bit biased. But it'll be very interesting to hear what they have to say Well, that wraps up another episode of the Corporate Director Podcast, the voice of modern governance.

We'd like to say a few special thank yous, first and foremost, to our governance maven, Stephen Brown from KPMG. Podcast producers, Terry Tiery, Steve Clayton, and Kira Ciccarelli. Our sponsors for the show, including KPMG, Wilson Sonsini, and Meridian Compensation Partners. And most especially, thank you to Diligent for continuing to sponsor this show.

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