EOS engaged with an Asian company where the board was composed entirely of Korean men, indicating an absence of diversity in gender and international experience, despite the company’s global operations. In addition, three out of the five independent directors were university academics, while another was a lawyer and former prosecutor, signalling a lack of relevant industry experience among them. In a group investor meeting with the combined CEO and chair, plus two independent directors, EOS raised concerns about the composition and effectiveness of the company’s board. EOS explained that the lack of diversity and relevant skills could limit the board’s ability to oversee the complex and expanding nature of the business, particularly following diversification into new businesses, including a major acquisition.
In a later conference call, EOS gained some assurances that the board would consider adding new board directors with international experience to the top executive level. EOS had another constructive discussion about the role of the existing independent directors and suggested ways in which they could prove that they represent the long-term interests of minority shareholders. EOS requested more evidence that the independent directors are working to influence the board and hold its executives to account.