The week in GRC: Vanguard to get tougher on overboarding, and activist pursues Barclays board seat
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April 11, 2019
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Vanguard has recently begun informing US companies it invests in about the new policy, which is part of a broader update on corporate governance guidance. 
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Corporate Secretary

The Corporate Secretary article, "The week in GRC: Vanguard to get tougher on overboarding, and activist pursues Barclays board seat," quoted Russell Reynolds Associates Consultant Jack "Rusty" O'Kelley III on Vanguard's new policy limiting directors' board seats. The article is excerpted below. 

According to the WSJ, the Vanguard Group is taking a tougher stance against companies whose board members it believes are stretched too thinly. The asset manager plans to vote, in most cases, against corporate executives running for two or more public company board seats beyond where they are employed, a Vanguard spokesperson said. The firm said it would generally vote against other board candidates seeking more than four board seats at one time. 

Vanguard has recently begun informing US companies it invests in about the new policy, which is part of a broader update on corporate governance guidance. The firm said it is following the new policy as it votes on proxies at this year’s annual meetings. 

‘Overboarding has become a bigger and bigger issue because the role of the director has increased over time,’ said Jack ‘Rusty’ O’Kelley, who leads Russell Reynolds Associates’ board advisory and effectiveness practice. ‘To serve on a board is requiring more time and effort.’ 

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