Corporate Governance

2017 Corporate Governance & Execution Compensation Survey

Issue link: http://digital.shearman.com/i/1035491

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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

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