Corporate Governance

2018 Corporate Governance & Execution Compensation Survey

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1 INTRODUCTION 2 INSIGHTS 4 The Importance of Adding Culture to the Board Agenda 8 CEO Pay Ratio: Perspectives on the First Year and A Look Forward 16 Cybersecurity – Board Oversight 21 Board Diversity and the Skills Matrix 23 Board Oversight of Sexual Harassment and Misconduct Claims 27 Shareholder Engagement: Using Proxy Statements and Corporate Websites 33 Shareholder Activism: Will 2018 be a Record-Breaking Year for Activism? 35 Director Compensation and the Delaware Courts 38 PROXY ACCESS 40 Proxy Access — The March Forward Continues but at a Slower Pace 48 IPO GOVERNANCE PRACTICES 50 IPO Corporate Governance 57 SHAREHOLDER PROPOSALS 58 Shareholder Proposal Season 65 Shareholder Proposals 2018 – Was 14I Really a Game Changer? CONTENTS 70 THE SURVEY 72 Board Structure and Practices 74 Board Refreshment 78 Women in Leadership 79 Anti-takeover Provisions 83 Compensation-Related Proxy Disclosures 85 Say-on-Pay 87 Clawback Policies 91 Change in Control Severance Arrangements 96 Severance Arrangements 97 Compensation-Related Shareholder Proposals 99 Stock Ownership and Retention Guidelines 103 Hedging and Pledging Policies 104 Executive Perquisites 105 Survey Methodology Shearman & Sterling LLP A | Introduction 1 INTRODUCTION 2 INSIGHTS 4 The Importance of Adding Culture to the Board Agenda 8 CEO Pay Ratio: Perspectives on the First Year and A Look Forward 16 Cybersecurity – Board Oversight 21 Board Diversity and the Skills Matrix 23 Board Oversight of Sexual Harassment and Misconduct Claims 27 Shareholder Engagement: Using Proxy Statements and Corporate Websites 33 Shareholder Activism: Will 2018 be a Record-Breaking Year for Activism? 35 Director Compensation and the Delaware Courts 38 PROXY ACCESS 40 Proxy Access — The March Forward Continues but at a Slower Pace 48 IPO GOVERNANCE PRACTICES 50 IPO Corporate Governance 56 SHAREHOLDER PROPOSALS 58 Shareholder Proposal Season 64 Shareholder Proposals 2018 – Was 14I Really a Game Changer? CONTENTS 70 THE SURVEY 72 Board Structure and Practices 74 Board Refreshment 78 Women in Leadership 79 Anti-takeover Provisions 83 Compensation-Related Proxy Disclosures 85 Say-on-Pay 87 Clawback Policies 91 Change in Control Severance Arrangements 96 Severance Arrangements 97 Compensation-Related Shareholder Proposals 99 Stock Ownership and Retention Guidelines 103 Hedging and Pledging Policies 104 Executive Perquisites 105 Survey Methodology

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