Does staggered board violates global best practice?

It’s very common to use staggered board to be the hostile takeover defence.

But under global best practice of coporate governence, the entire board of directors stand for reelection annually.

Therefore, staggered board violates global best practice.

Not sure my understanding is correct…

a staggered board also keeps knowledge capital of firm around longer. This is a plus from my understanding.

Corporations exist to increase shareholder (not management) wealth. If a takeover, hostile or otherwise, is in the best interest for the majority of shareholders, then any impediments to that are considered sub-optimal corporate governance practices.

What the curriculum is attempting to point out is that pre- and post-offer defenses exist and shows how they work. I think they generally try to stay agnostic about them, but there are a few cases (like staggared boards) that they simply feel are inconsistent with good corporate governance practices (with some exceptions like the one listed above).

A staggered board makes it harder for shareholders to ensure representation, but retains the knowledge base longer and makes hostile takeovers more difficult.

It’s a comprimise.