The recent campaign to call out companies for “woke bias” by the National Legal and Policy Center presents a dilemma for all currently sitting corporate board members: Do individual directors believe fellow board members’ suspected “woke bias” or “conservative bias” can actually make a difference in the ability of their corporate board to work effectively on behalf of its shareholders?
The NLPC’s campaign accusing the Alphabet board of directors of “woke bias” includes a shareholder proposal that, according to a press release, asks members of the board to “disclose their political and charitable contributions, which will give shareholders greater insight into any personal biases that drive decisions that publicly appear to be politically motivated.”
There have been calls for political campaign contribution disclosure in the past that many directors have agreed with, but directors might view this effort by the NLPC differently. Asking companies to disclose their political contributions is one thing; asking private citizens to publicly disclose their political contributions is a bit more sensitive. It is possible that some directors might view this as a veiled attack against the integrity of each of the company’s sitting board members.
Of course, what could be more important is what shareholders think about the NLPC proposal. Do significant numbers of shareholders think boards are acting with “woke bias?” Do shareholders believe having access to political and charitable contribution data will help them make decisions in their best interests? Only time and shareholder votes will provide those answers.
In the meantime, there are other questions about the NLPC proposal that directors might want to consider:
- Will the public disclosure of political and charitable contributions affect the relationships between individual directors on different corporate boards? Will these disclosures cause infighting between board members?
- Will boards be pressured to make decisions based on whether they will be viewed as “woke” or not, instead of making decisions based on data, trends and the experience and knowledge of board members?
- Could this be the beginning of an NLPC campaign to target “woke” directors for removal from boards?
