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At The IIA’s recent General Audit Management conference, the leader of a group representing corporate directors characterized investor activism as one of the main things that keep them up at night. Indeed, Peter Gleason, National Association of Corporate Directors president, told attendees that for directors this concern ranked second only to cyberattacks.

This revelation generated considerable discussion at The IIA’s global headquarters about where internal audit fits into the issue. In the eyes of our stakeholders, investor activism is a substantial risk; yet rarely, if ever, does it show up on internal audit’s radar.

Let’s look at why this issue generates so many sleepless nights for corporate directors. The image of the activist investor typically takes on two caricature forms. One is the annoying fixture at annual meetings whose rants are politely listened to and ignored. The other is the specter of a well-financed and charismatic Gordon Gekko-like corporate raider who swoops in and takes over the annual meeting. http://flip.it/7-3xc