B | Introduction Shearman & Sterling
CONTENTS
INTRODUCTION
INSIGHTS
4 Shareholder Engagement
10 Director Self-Evaluation Process
18 Proxy Access
24 Boardroom Accountability Project 2.0
25 Rule 14a-8 Reform
26 IPO Governance
31 Shareholder Activism
33 Executive Compensation and Activists
THE SURVEY
38 Board Structure and Practices
39 Board Leadership
40 Board Refreshment
42 Women in Leadership
43 By-law Developments
44 Financial-Related Clawbacks
51 Detrimental Conduct Clawback Policies
52 Say-on-Pay
54 Compensation-Related Proxy Disclosures
60 Change in Control Arrangements
66 Severance Arrangements
68 Compensation-Related Shareholder Proposals
70 Stock Ownership Guidelines
76 Stock Retention Requirements
79 Pledging Policies
80 Hedging Policies
81 Relationship of Compensation and Risk
82 Executive Perquisites
83 Compensation Committee Advisors
85 Director Compensation
91 Survey Methodology