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Before voting, check the rules that apply to the company, test the nominee’s independence against disclosed relationships, assess the skills and time they would bring to the board, and judge whether the nomination process gave shareholders enough information. The “independent” label is a starting point, not a substitute for examining the facts. Election procedures and independence tests vary by jurisdiction, listing venue, and company governing documents.
1. Establish what shareholders are being asked to decide
Start with the company’s latest AGM notice, proxy materials, and articles or bylaws. Identify the place of incorporation, listing venue, meeting date, and whether the resolution is to elect a new nominee, re-elect a sitting director, or confirm someone whom the board appointed between meetings. Those details determine which nomination rules, independence criteria, voting threshold, and proxy-card procedures apply.
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In the United States, SEC Division of Corporation Finance staff guidance says that only duly nominated candidates must be included on a universal proxy card. Whether a candidate was duly nominated depends on applicable law and the company’s governing documents; the guidance is not a general guarantee that any proposed candidate appears on the card. Read the SEC staff guidance.
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Other jurisdictions illustrate why the procedure must be checked locally. Under section 201H(3) of Australia’s Corporations Act, a director appointed by the other directors of a public company must be confirmed by resolution at the next AGM; without confirmation, the appointee ceases to be a director at the end of that AGM. Check the current Act and the company’s constitution or replaceable rules. Australian Corporations Act, section 201H.
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For UK-listed companies, the FCA identifies additional circular disclosures where a company with a controlling shareholder asks shareholders to elect or re-elect an independent director. Confirm the current rule text and its scope for the issuer. FCA UK Listing Rules.
2. Test independence against the actual relationships
Read beyond the company’s independence declaration. Review the nominee’s current and recent employment, financial or business ties, professional services to the company, family relationships, substantial shareholdings, connections to management or controlling shareholders, interlocking directorships, and tenure. Ask whether any relationship could materially interfere with independent judgment—or reasonably appear to do so—and compare the facts with the exact statutory or listing-rule test that applies.
A relationship can merit disclosure or explanation without automatically disqualifying a nominee under every regime. Likewise, an investor’s proxy-voting policy may set a stricter standard than the law. One policy hosted by the SEC lists examples of potential impediments, including current or recent employment, representation of a substantial shareholder, interlocking directorships, lengthy tenure, and other relationships that could reasonably be perceived to affect independent judgment. That is the policy issuer’s approach, not a universal legal definition. Read the investor policy.
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Use the issuer’s disclosures to distinguish three questions: what relationships exist, whether the applicable rules treat them as disqualifying, and whether they could undermine confidence in the nominee’s ability to challenge management. Do not infer a conflict solely from a title or connection when the relevant details are not disclosed.
3. Assess what the nominee would add to this board
Consider the candidate in relation to the company’s strategy, risks, and current board—not as a résumé in isolation. Compare the nomination rationale and biography with the board’s stated skills and experience, and ask whether the nominee brings a needed capability, adds depth to an existing strength, or duplicates expertise already represented.
- Is the experience relevant to the company’s current business and risks, and is it substantive and recent enough for the proposed oversight role?
- Does the candidate’s background match any committee assignment or specific board responsibility described in the AGM materials?
- How does the appointment affect board size, composition, succession, and renewal?
- Where the company discloses diversity information, what does the candidate contribute to the board’s composition?
HKEX’s recommended practices call for reviewing board structure, size, and composition—including skills, knowledge, and experience—at least annually. This is guidance for issuers within its scope, not a universal legal requirement. HKEX board-composition guidance. A company nomination policy filed in 2025 also describes assessing board balance and the capabilities needed for an appointment. Company nomination policy filed in 2025.
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4. Check capacity and conflicts
List the nominee’s executive positions, other board seats, significant outside roles, and disclosed commitments. Compare that workload with the expected board and committee schedule. A long list of roles is not by itself proof that a person lacks capacity, but it is a reason to consider whether the stated time commitment is credible.
Look for interests involving customers, suppliers, competitors, advisers, family members, or substantial shareholders, as well as interlocking board positions. Nigeria’s SEC guidance specifically calls for shareholders to receive information about real or potential conflicts, including interlocking directorships, in director-appointment contexts. Confirm the code and issuer status that apply before relying on it. SEC Nigeria corporate-governance guidance.
5. Judge the information and nomination process
Check whether the company provided a detailed biography, qualifications, relevant experience, independence statement, other positions, and a clear explanation of why it selected the candidate. Note when the information appeared and whether shareholders can vote on nominees individually. Generic or late disclosure can limit a meaningful assessment; treat that as a process concern rather than proof that the candidate is unsuitable.
An investor proxy-voting policy hosted by the SEC says: “Shareholders should have the opportunity to evaluate nominated directors individually rather than in bundled slates.” Attribute that position to the policy issuer: it expresses an investor expectation, not a rule binding every company or shareholder. Read the policy’s disclosure and voting approach.
China’s CSRC code calls for detailed candidate information before the shareholders’ meeting and a transparent election procedure. Check the code’s current legal status and whether it applies to the issuer. CSRC corporate-governance code.
6. Give tenure and renewal appropriate weight
Long service can raise questions about familiarity, renewal, or independence, but there is no universal tenure cutoff established by these examples. HKEX recommended practices call for a separate shareholder resolution for a further appointment after more than nine years of independent non-executive service. The nine-year threshold is specific to that guidance; verify its current version and whether the issuer is covered before applying it. HKEX recommended practices.
7. Compare nominees consistently and decide
If shareholders are choosing between candidates—or assessing one candidate against the board’s stated needs—apply the same criteria to each. Record evidence and unresolved questions rather than relying on a single credential or the company’s label.
| Assessment area | What to compare |
|---|---|
| Independence | Nature, recency, and materiality of relationships, and their possible effect on independent judgment. |
| Skills and experience | Relevance to the company’s strategy, risks, committee work, and disclosed board gaps. |
| Capacity | Other roles, likely workload, and the credibility of the time commitment. |
| Conflicts and accountability | Interests, interlocks, transparency, and ability to challenge management. |
| Composition and renewal | Tenure, succession needs, disclosed diversity, and contribution to collective oversight. |
| Disclosure and process | Completeness and timing of information, individual voting, nomination validity, and selection rationale. |
Before casting the vote, weigh those findings against the applicable rules and your own voting policy. If important information is missing, state how that limits your assessment; do not assert unsuitability or a conflict without evidence. For a specific vote, the issuer, nominee, AGM date, and jurisdiction matter, so use the latest AGM notice and current official rules to resolve those details.
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