March 3, 2020
In an era of increased scrutiny, corporate directors are independently mining outside sources of information beyond the reports supplied from within their companies, according to a new Diligent Institute report. The Diligent Institute is the research arm of Diligent, a leader in modern governance and a trusted provider of board insights to over 17,000 organizations and 650,000 leaders worldwide.
The report, titled Beyond the Board Room: How Directors Gain Insight, included insights from nearly 200 board directors around the globe. According to the poll, 65% of directors spend time gathering independent information about their companies to prepare for board meetings and 40% of their preparation is spent on activities other than reading management-prepared materials.
“In today’s fast paced world, directors are held to higher standards and are under more pressure than ever before, and they’re developing new tactics to meet the demands of their role,” said Diligent CEO Brian Stafford. “Our research puts a finer point on the expanded scope of the director role, and the resources they need to help executives make informed decisions for the company to maintain its competitive advantage. Directors need information from a diversity of reliable sources, and companies should help them by establishing best practices that ensure the external sources are credible.”
According to the report, directors read up on industry trends, governance best practices, and speak with other corporate leaders in their efforts to gain insight. The survey revealed that 79% of directors have conversations with other board members, and 87% converse with management team members in advance of board meetings.
With new global risks like the Covid-19 coronavirus and resulting stock market volatility impacting companies, the pressure on directors to consider perspectives from multiple sources –both inside and outside the company – has never been greater. As one survey respondent remarked, “You’re being irresponsible if you’re not looking more widely to understand what’s happening in your sector rather than relying solely on CEO reports. Especially in today’s high-risk culture, when you’re assessing risk all of the time, if you just looked at one source, you wouldn’t be doing your job properly.”
While this new form of due diligence can arm board members with better information, it can also open up potential risks, of particular concern to general counsels and other legal professionals within the company. At times, outside research can be incomplete, outdated, or just incorrect, creating confusion among board members. To combat this, it is critical to establish processes and empower board members with technology that enables them to be proactive while ensuring they are using credible, reliable sources to mitigate risk in an increasingly digital world.
“Keeping up with the pace of change and disruption is an incredible challenge and opportunity. For board members, it means we must stay sharp and have our pulse on the changing competitive landscape so we can help our companies see around corners and make the best decisions for shareholders and stakeholders alike,” said Erin Lantz, board member with TrueCar. “Having access to a breadth of information, from both management and independent sources, helps to develop a more complete picture of the company and a better ability to identify risks and opportunities.”
Overall, the report findings could significantly impact the way management helps prepare directors for board meetings and the tools they provide to guide them. With directors focusing on outside research, there needs to be a more careful focus on the type of information delivered to boards and improved tools and protocols to ensure they’re reviewing reliable and relevant material to make educated decisions.
To view the full report findings, please visit
About Diligent Institute
Diligent Institute provides publicly available, industry-leading research on global board governance. The Institute equips board directors and corporate leadership teams at organizations around the globe with the information to make forward-looking decisions that leave a meaningful mark on the world. The Institute was founded in 2018 and serves as the global governance research arm of Diligent Corporation. Please visit diligentinstitute.com to learn more and subscribe to stay updated on research.
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