Annual Corporate Governance & Executive Compensation Survey

2018 Corporate Governance Survey

Issue link: http://digital.shearman.com/i/1019978

Contents of this Issue

Navigation

Page 28 of 109

SHAREHOLDER ENGAGEMENT: USING PROXY STATEMENTS AND CORPORATE WEBSITES Stephen T. Giove, Kyungwon (Won) Lee, Lona Nallengara and Zachary S. Aries Shearman & Sterling LLP Shareholder Engagement: Using Proxy Statements and Corporate Websites | 27 SHAREHOLDER ENGAGEMENT: USING PROXY STATEMENTS AND CORPORATE WEBSITES Stephen T. Giove, Kyungwon (Won) Lee, Lona Nallengara and Zachary S. Aries With rising pressure on companies and their boards to describe and justify their governance practices coming from institutional investors, who are increasingly guided by broad corporate stewardship goals, companies have been looking for ways to enhance shareholder engagement. Companies have intensified their engagement practices and are increasingly holding meetings directly with the governance experts within major institutional investors. These "governance roadshows" are focused solely on describing (and seeking support for) governance policies and practices. The use of the company's proxy statement and its corporate website has continued to emerge as an important tool to supplement these engagement efforts as it provides a direct, efficient and effective way to communicate a company's overall governance philosophy as well as its approach to specific governance issues. Company proxy statements and the corporate governance sections of company websites have always been the primary source for a view of a company's governance structures, INSIGHTS policies and practices, but many companies only disclosed information in order to meet SEC and other disclosure requirements. Many leading companies are no longer limiting their proxy statement and website to mandatory disclosures, but are using both as a vehicle for advocacy by making their governance case and laying the foundation for higher-level discussions during the shareholder engagement process. In this insight, we explore the practices and trends of the Top 100 Companies in this area. SHAREHOLDER ENGAGEMENT DISCLOSURES 82% of the Top 100 Companies made shareholder engagement disclosures in their 2018 annual proxy statements, up slightly from 74% in 2017, and nearly even with the 81% observed in 2016

Articles in this issue

view archives of Annual Corporate Governance & Executive Compensation Survey - 2018 Corporate Governance Survey