From Passive to Present: The Role of Institutional Investors in Corporate Governance During Crisis Situations

This chapter examines the influence of institutional investors on corporate decision-making, with a particular emphasis on their behavior during times of crisis. It examines how pension funds, in particular, perceive their roles and those of other stakeholders in shaping governance outcomes under both normal and extraordinary circumstances. While stakeholder theory has long emphasized the importance of diverse actors in corporate governance, the specific actions and influence of institutional shareholders remain underexplored, especially during periods of disruption. To address this gap, the chapter draws on an original online survey of Icelandic institutional investors, complemented by in-depth interviews, to assess how these actors engage in shareholder activism and respond to crises. The findings reveal that institutional investors rarely engage directly with CEOs, CFOs, or board members in stable times, favoring indirect communication through the board's chairman. However, some investors shift gears during crises—whether reputational, operational, or systemic—increasing the frequency and intensity of communication, requesting additional information, and occasionally intervening directly. Importantly, investors desire more significant influence in sustainability, executive compensation, and board composition—areas that often come under heightened scrutiny during times of crisis. These findings suggest that some institutional investors, while generally subtle in their approach, become more active and influential when risks escalate. The findings challenge traditional views of investor passivity and highlight the role of crises as potential catalysts for heightened governance engagement and oversight.