For investor relations and general counsel departments at public companies in most markets, the start of a new year means preparing and releasing proxy statements. Also known as shareholder circulars in some countries, these documents supplement annual financial reports by disclosing information about a company’s governance, as well as listing management and shareholder-sponsored resolutions to be voted on at annual general meetings.

Diligent Market Intelligence (DMI) is the leading data provider for shareholder engagement, stewardship and corporate governance. Proxy statements and meeting results provide a rich picture of prevailing trends in these areas, especially when combined with our analytics and data visualization tools.

Below is a summary of what happened in the first quarter of 2024. The report can also be downloaded 

Shareholder activism proved robust in the first quarter of the new year, with 399 companies worldwide publicly subjected to new demands.

Although the total was down almost 10% from the same period last year, it was the second busiest start to a year since at least 2019 and much of the decline is explained by a slow start in Asia and Europe. Indeed, U.S.-basedcompanies subjected to activist demands rose more than 6%.

In the U.S., activists won more board seats than in any first quarter since 2021, according to DMI data.

However, a notable quirk in the data is that all 60 new directors were appointed as part of settlement agreements. No activist has yet succeeded in electing a new director in a contested vote, with the most high-profile proxy fight of the year so far ending with The Walt Disney Co. comfortably defeating Trian Partners.

The Strategic Organizing Center (SOC), a union pension fund coalition, withdrew its proxy contest at Starbucks before the vote in this year’s other big contest. That was expected to be the first ESG-focused proxy fight since the introduction of the universal proxy card in September 2022.

Elsewhere, there was a small increase in activist short selling, with investors that published reports designed to cause a target’s share price to fall increasing most notably in Europe.

While most companies hold their annual meetings in the second quarter, the early results suggest some promising trends. A smaller proportion of directors up for election or reelection received less than 70% support in most global markets than the full-year trend in previous years, according to DMI data. The same also ran true for non-binding votes on executive compensation.

DMI data also suggest that 2024 could be another busy year for ESG activism. The number of shareholder resolutions in the U.S. rose from 25 in Q1 2023 to 47 in the first three months of 2024.

More than 800 new director appointments were made globally in the first quarter of 2024, according to DMI. On average over the past three years, 40% of new director appointments were female, with the highest rate of female appointments made in 2021. However, in the first quarter of 2024, that number fell to 34%, driven mostly by North America. In Europe, 47% of new directors were female, only slightly down on previous years.

DMI continues to publish regular research reports on the latest trends in shareholder engagement, stewardship and corporate governance, as well as providing a searchable database allowing public company clients to benchmark their performance and governance, identify vulnerabilities and prepare a plan to defend themselves against activist attacks.

Our next report looks at the latest investor and regulatory demands on ESG, drawing on the events of the current proxy season. We will also be hosting a webinar with contributors to the report to mark its publication in early June.

Later in the year we will post our Proxy Season Review, the Q2 edition of the DMI Quarterly Snapshot and our executive compensation annual statistical report.

Looking for more help navigating proxy season? Read our 

 to request a demo of DMI’s full capabilities.

Shareholder Engagement in Q1 2024

The Institute of Internal Auditors (IIA) recently released the updated 

, which are required for implementation by the 9th of January, 2025. These latest Standards will better equip internal audit (IA) functions worldwide to navigate today’s complex risk landscape and provide more value to their organisations.

Businesses should expect the IIA’s updated Standards to affect the larger organisation, not just their IA capabilities. The chief audit executive (CAE) holds the responsibility of working through this transition period with the board and other stakeholders to ensure compliance with the new standards.

Whether mission or mandate, purpose-built audit technology is now an obligation of CAEs

The updated Standards reflect an evolving view of the appropriate role of technology in professional audit practice. The existing 

2017 International Standards for the Professional Practice of Internal Auditing

 (Section 120.A2) states, “In exercising due professional care internal auditors

 must consider the use of technology-based audit

In contrast, the new 2024 Standards say in Section 10.3 that the CAE, “must strive to ensure that the internal audit function 

has the technology to support the internal audit process

 used by the internal audit function and pursue opportunities to improve effectiveness and efficiency.” Technology is now not just for a CAE’s consideration, but an obligation they should pursue for optimum IA performance.

The new Standards also require CAEs to report to the board and senior management on limitations that hamper the performance of the IA function. These can span the IA function’s “scope, access, authority or resources,” including any inadequacies in technology that keep the audit team from accomplishing their tasks. CAEs are also responsible for collaborating with information technology (IT) and information security (infosec) departments for the proper implementation of technologies.

Internal audit teams grapple with vast amounts of data distributed across disparate systems and siloed teams. The need for dedicated audit technology capable of harmonising these efforts and bolstering the IA function significantly hampers organisational efficacy.

CAE’s need to collaborate closely with their IA teams to clearly convey the importance of investing in the necessary technology. The right audit technology not only benefits the IA team but also brings advantages to the whole business. These benefits trickle into the audit committee, the board, senior management and even first and second lines, resulting in a more productive environment for the whole organisation.

Dedicated audit and analytics technology is the only way for organisations to navigate the increasingly complex risk landscape while operating efficiently and effectively.

The role of audit in mitigating business risks

Risks are a natural aspect of business, but how these risks are addressed will make or break an organisation.

Risk management efforts span the whole organisation. The updated Standards recognise this interconnected nature of risks, acknowledging that input from departments outside of risk and assurance teams help determine the quality of an organisation’s risk mitigation efforts.

Section 10.3 points out that CAEs should work with different departments on shared governance, risk and control management (GRC) systems. Maintaining a relationship of trust and competence between relevant parties helps build a fuller grasp of the organisation’s risks and assurance priorities, while promoting adaptability to future changes. In this context, robust technology that fosters strong interoperability not only within GRC team tools but also with broader organisational systems such as ERP, HR, CRM, IT, etc., becomes imperative for seamless collaboration and holistic risk management.

The CAE is in charge of establishing effective communication between IA and stakeholders; they oversee IA communication efforts to ensure that insights are properly presented to the board and senior management. This kind of collaboration can be made ​​simpler with a GRC platform that connects seamlessly across the entire business.

Diligent stands out as the sole GRC platform that consolidates activities spanning audit, risk, compliance, sustainability, governance and the board. GRC teams benefit from a centralised platform with cutting-edge tools for every task, streamlining operations and enhancing connectivity within the GRC environment. This solution also reduces workload by eliminating duplication and the necessity of searching for information across widely scattered systems and elevating what’s most important to the board and business with market-leading dashboards and reports.

The new Standards emphasise the need for audit teams to possess a good grasp of risk management principles, frameworks and models, along with the latest professional advice from within their organisation’s industry and sector. IA teams play a vital role in helping organisations identify, assess and manage risks to achieve their objectives effectively and efficiently. However, most audit teams face numerous resource shortages that act as barriers to giving the board an understanding of the full breadth of risks the organisation faces.

Audit management and analytics software are key to addressing these roadblocks. Diligent empowers audit teams to efficiently measure and monitor risks by leveraging real-time data aggregation and advanced analytics capabilities. The solution also provides extensive data integration capabilities, ensuring that results from other critical systems can be rapidly and effortlessly incorporated into audit projects –linking audit work to key metrics. By aligning risk assessments with the company's specific risk profile and board's concerns, audit teams can identify, prioritise and communicate actionable guidance on a wide range of risks, from financial and operational to reputational risks such as cyberattacks.

These solutions streamline post-assessment activities by continuously monitoring sources of risk, leveraging machine learning for predictive analysis and alerting leadership to potential issues. The reporting features, including customisable reports, provide real-time insights into risk management's impact on key performance indicators, enhancing oversight across the organisation. Additionally, the integrated governance platform fosters collaboration across teams, ensuring that audit functions are aligned with IT, compliance, finance and other relevant functions, ultimately elevating the audit's role as a strategic advisor. The solution also maintains a live registry of issue and action tracking with automated reminders, ensuring full transparency and accountability across risk and control owners.

These, combined with other workflow efficiencies afforded from technology gives IA teams more time to focus on addressing risks.

National Risk and Assurance Manager, Vincent Verlinde from 

 reported that time spent on J-SOX, ISO and other routine audits was reduced due to the adoption of Diligent audit solutions, which has allowed the team to pay greater attention to issues raised by management.

 can facilitate proactive risk management and compliance oversight by automating the detection of anomalies, deviations and patterns in real-time data streams. It also allows IA teams to remain productive by removing manual workload and avoiding risks caused by human error.

Increasing obligations for CAEs necessitates a more efficient and effective means of communicating audit insights to the board, which also requires more audit oversight. The partnership between the two ensures ongoing alignment with the audit strategy and better focus on business objectives.

The new IIA Standards notes this active collaborative relationship between the board and CAE. Board oversight enables IA functions to remain effective, and their support ensures that IA functions have resources at their disposal to fulfil the organisation’s IA mandate.

However, IA teams often face the challenge of clearly conveying audit findings to the board and executives. ​​​​The Diligent Board Reporting Dashboards for Audit have out-of-the-box and customisable board-ready templates. These allow the IA function to securely share dynamic dashboards and contextual reports directly into Diligent’s Board Portal in just a few clicks while securing an organisation’s data strictly inside the system at all times.

Once received, the company secretary or board admin has complete control over determining when and which directors or committees have permission to access.

The reports are dynamic and interactive, enabling directors to delve into specific details or filter through insights as per their preferences. This functionality ensures that everyone, regardless of their preferred depth or visualisation method, can explore and comprehend the information without necessitating custom report creation. These unique capabilities typically save the IA team hours of manual work preparing graphs, charts and reports — work that leaves more room for error than automated processes.

Choosing technology that addresses your organisation’s IA needs is essential to future-proof your business and keep it ahead of rapidly evolving threats. Face an ever-changing risk landscape with a centralised audit solution for your organisation. Request a demo of the 

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Shareholder Engagement in Q1 2024

IIA’s new Global Internal Audit Standards: Shifting technology from a consideration to an obligation

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Shareholder Engagement in Q1 2024

IIA’s new Global Internal Audit Standards: Shifting technology from a consideration to an obligation

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Your Data Matters

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