More than 20 percent of corporate board directors said their boards have been approached by activist investors during the past year, according to a new survey, but 46 percent of those polled have no plan in place for responding to activist investor challenges.

The survey, from the National Association of Corporate Directors, polled more than 1,000 public company corporate directors and governance professionals. It found that preparedness for activist investors and market capitalization are highly correlated. Smaller-cap boards are less prepared than larger-cap boards for pressure from activist investors, with only a minority of smaller-cap boards having a formal playbook to address such challenges.

“We expect pressure on boards from activist investors to continue to increase,” said NACD CEO Ken Daly in a statement. “However, almost half of our survey respondents report that their boards do not have formal plans in place to respond to these challenges. Our flagship survey sheds light on the issues that are defining today’s boardroom, and it can help boards to identify areas of opportunity and set priorities for the coming year.”

Top board priorities cluster around the theme of driving corporate growth, with strategic planning and oversight most frequently rated as the top issue. Corporate restructuring, including M&A, is also rated as a key priority.

The most common board response to growing shareholder demands includes the expansion of compensation explanations in proxy statements (36 percent), the revision of executive compensation plans (28 percent), and the alteration or implementation of dividends or stock buybacks (18 percent).

Forty-four percent of survey respondents indicate that a member of their board met with institutional investors in the past 12 months, mirroring results from the previous year.

Seventy-two percent of survey respondents indicated their board added a new director in the past year, up from 64 percent of respondents in last year’s survey.

The percentage of respondents who indicate they have at least one woman on their boards rose slightly in 2015 to 79 percent, up from 77 percent in 2014.

Only 14 percent of the board members surveyed believe their boards have a high level of understanding of the risks associated with inadequate cybersecurity, while 31 percent of the responding directors said they are either “dissatisfied” or “very dissatisfied” with the quality of information from management about cybersecurity.

In addition to those findings, this year’s report includes executive compensation averages categorized by industry.

For the full report, visit

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