Governance has moved from the sidelines of corporate strategy to its center. In a recent conversation with Insightia, Gabriel Hasson, ICR’s Global Head of Governance, Shareholder & Activism Advisory, explains why. Rather than applying a uniform checklist, investors are weighing materiality, company-specific context and whether a governance ask credibly connects to long-term value. Hasson also unpacks why activism and governance defense are converging around economic arguments like valuation and capital allocation, and why AI will make individual tasks faster and less expensive without making the decisions facing boards any simpler.
Governance proposals remained the most resilient category in 2026, even as investors became more selective overall. What does that tell us about how institutional investors are approaching governance?
The signal is selectivity, not orthodoxy. Investors have not reverted to a universal governance checklist. They are placing greater weight on materiality, accountability and company-specific circumstances. Governance proposals, as you know, remained the strongest-performing category this season, but average support was only around 30%. That distinction matters. Investors showed greater receptivity to fundamental shareholder rights, such as declassification, majority voting and the ability to call special meetings, while remaining divided on prescriptive structures such as independent-chair requirements. For boards, the takeaway is that labels are becoming less useful. A proposal succeeds when investors see a credible connection between the governance issue, the company’s circumstances and long-term value. Voting behavior is also becoming more fragmented and customized. Understanding an investor’s published policy is no longer enough. Companies increasingly need to understand how that investor is likely to apply its policy to this company, this issue du jour.
Last August, you said governance had become a frontline asset and predicted that activists were going “back to basics.” How has the 2026 season supported that thesis, and what does it mean for activism preparedness?
Last August, before this proxy season, I said at Nasdaq that governance had become a frontline asset and that activists were going “back to basics.” In my view, the season has supported that call. Activity remained elevated, and roughly 40% of campaigns included an M&A objective. More importantly, activists are building governance arguments around economic concerns, including valuation, capital allocation, portfolio strategy, leadership and transaction alternatives. That makes the distinction between governance advisory and activism defense increasingly artificial. A credible preparedness program must connect industry fundamentals, strategy, valuation, shareholder intelligence, board composition, legal exposure and communications. It also has to begin before a nomination or public letter. Companies should continuously examine themselves from the outside in, identify where an activist could develop a persuasive thesis and address vulnerabilities before someone else defines the narrative. Governance is no longer supporting strategy from the sidelines. It is part of the strategy itself.
AI and deregulation are changing the information and regulatory environment. What will distinguish the next generation of governance and shareholder advisory?
AI will commoditize tasks, not judgment. Research, benchmarking, surveillance, document review and first-draft analysis will become faster and less expensive. That is good for clients, but it does not make the decisions facing boards simpler. Governance now intersects with investor sentiment, valuation, capital allocation, M&A, litigation, regulatory change, activism, reputation, crisis response and sector-specific operating issues. Deregulation can also shift discretion and accountability rather than eliminate complexity. My prediction is that governance and shareholder advisory will become more integrated, not smaller. The next generation will be shaped by firms that combine technology-enabled intelligence with experienced advisors across IR, PR, capital markets, M&A, litigation, crisis management and genuine industry expertise. At ICR, we intend to help define that model. Technology will simplify individual workstreams. Clients will still need advisors who can connect them, distinguish signal from noise, anticipate stakeholder reactions and help boards and management teams make and execute consequential decisions.
Gabriel Hasson is Global Head of Governance, Shareholder & Activism Advisory and a Managing Director at ICR, where he helps companies navigate the intersection of corporate governance, shareholder engagement and capital markets strategy. He advises boards and executives on governance practices, shareholder engagement, activism preparedness, M&A and other high-stakes situations. Prior to joining ICR, Gabe was an Investment Stewardship Director at BlackRock, overseeing a portfolio of more than $400 billion across the U.S., Canada and Latin America. Earlier in his career, he was an M&A attorney and held senior roles at Institutional Shareholder Services (ISS) and Deloitte.
Gabe serves on the Public Policy Committee of the International Corporate Governance Network (ICGN), the Markets Advisory Council at the Council of Institutional Investors (CII), and is an advisory board member of BH Compliance. He is also a member of the GRI Stakeholder Council.
Publisher: Source link
