Navigating Shareholder Activism – Insights for NXDs

In partnership with the University of Edinburgh Business School, FWB recently hosted a timely and insightful online masterclass on the fast-evolving topic of shareholder activism. The session brought together a diverse group of current and aspiring non-executive directors (NXDs) to explore how boards can proactively prepare for activist engagement, protect long-term strategy, and avoid being caught off guard.

The event featured two distinguished speakers: Samantha Barber, a highly experienced NXD and former CEO with a global boardroom track record, and Maurice Smith, a former BBC Business Editor and seasoned media adviser specialising in communications strategy and media risk. Together, they offered a compelling blend of strategic, legal, and reputational insights into the increasingly complex landscape of shareholder activism.

Why Shareholder Activism Matters Now

With nearly 250 activist campaigns launched globally in 2024 and a record number of CEO departures, shareholder activism has become a defining force in corporate governance. The session highlighted how activism is no longer confined to large hedge funds—smaller, agile investors are now leveraging even modest stakes to influence corporate direction, often aligning their campaigns with ESG, climate, or governance concerns.

Boards, regardless of company size or listing status, must now be prepared to engage with a broader spectrum of activist motivations, from financial performance to moral and environmental imperatives.

Strategic Lessons

The masterclass explored several real-world examples to illustrate the dynamics of activist engagement:

• A historical look at Warren Buffett’s early support of American Express, showing how shareholder influence can reinforce long-term value.
• The BP case, where strategic ambiguity and shifting climate commitments led to reputational challenges and leadership turnover.
• Unilever’s engagement with activist investor Nelson Peltz demonstrates how even a small shareholding can drive significant boardroom influence when backed by sector expertise and a compelling narrative.
• A deeply personal and hostile campaign involving Iberdrola, where a Spanish construction giant sought to gain board control through aggressive tactics, underscores the importance of legal preparedness, board cohesion, and maintaining shareholder trust.

This highly interactive session discussed how boards should respond to activist approaches and how they can proactively prepare. Key themes included:

• The importance of early, open, and strategic engagement with shareholders.
• The need for robust governance practices, including regular performance reviews of the board and C-suite.
• The value of a clear and credible corporate narrative, aligned with long-term strategy and stakeholder expectations.
• The role of scenario planning and legal foresight in managing activist pressure.

The session concluded with a practical framework for board preparedness, covering governance hygiene, corporate resilience, stakeholder engagement, and strategic communication. Please do reach out to Samantha Barber and Maurice Smith directly to discuss further.

The NXD Development Programme

The FWB / University of Edinburgh Business School NXD Academy is proud to present its flagship NXD Development Programme, returning in Spring 2026 for its eighth year. Following strong delegate feedback, the programme will once again be delivered online, with a final in-person session featuring a guest speaker, group activities, and networking over drinks and canapés.

Each year, the programme is shaped by conversations with Chairs and NXDs across sectors, ensuring it addresses the most pressing issues on today’s board agendas. In 2026, the curriculum will focus on the evolving challenges and opportunities facing boards, including regulatory change, performance evaluation, AI and emerging technologies, climate risk, and sustainability.

Designed to be highly practical and interactive, the programme is led by experienced Chairs and NXDs and is suitable for those involved in listed, private, entrepreneurial, SME, public sector, and not-for-profit organisations. Sessions include real-life case studies, small group activities, and wide-ranging plenary discussions.

For more information or to register your interest, please contact us at nxd@fwbltd.com.