Governance FAQs: Investor questions on board appointments & composition

Research evidence excerpt

Governance FAQs: Investor questions on board appointments & composition

29 June 2026

Governance FAQs SustainabilityGlobal

Investor questions on board appointments & composition

◆ We answer eight investor questions on how board composition Yaryna Kobel

impacts governance practices and firm performance Corporate Governance Analyst HSBC Bank plc

yaryna.kobel@hsbc.com

◆ Topics include director independence, audit committees, +44 20 3359 6152

overboarding, CEO succession and gender diversity Zoe Knight

Global Head, Sustainability Research & Integration

HSBC Bank Middle East Limited, DIFC

◆ We think any changes to board composition should be zoe.knight@hsbc.com

considered in the context of the impact on board effectiveness +971 508951407

Common questions. Board composition remains a key focus for investors during the

2026 proxy season as they continue to scrutinise whether new director appointments

will strengthen independence, add relevant skills, improve oversight of risks, and

align with long-term shareholder interests. This report brings together the most

common themes we are hearing in conversations with institutional investors and

corporates and sets out our perspective on what ‘good’ looks like in practice –

focusing on outcomes and improved performance.

The eight questions we answer in this report:

1. Have there been any noticeable board composition trends over the past

proxy seasons?

2. Do independent audit committees perform better?

3. How should investors evaluate ‘true independence’ beyond regulatory definitions?

4. Should any board member with three, four or more seats on public company

boards be considered overboarded?

5. Is it always better to hire a new CEO externally to improve firm performance?

6. Are classified (staggered) boards common in the US?

7.