Corporate Governance

2018 Corporate Governance & Execution Compensation Survey

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Shearman & Sterling LLP 28 | Shareholder Engagement: Using Proxy Statements and Corporate Websites Selected "Voluntary" Proxy Statement Disclosures We analyzed the Top 100 Companies' disclosure practices on four key governance topics, which are not required to be disclosed under SEC rules: the director self-evaluation process, management succession planning process, sustainability and environmental stewardship and political and lobbying contributions. A considerable number of Top 100 Companies are making "voluntary" disclosures in these areas. 49 55 38 61 Self-Evaluation Process Management Succession Sustainability/ Environmental Political/ Lobbying Board Diversity Information Presentation of Board Gender Diversity Presentation of Board Ethnic Diversity DIRECTOR DEMOGRAPHIC DISCLOSURES Board diversity remains a hot corporate governance topic, as institutional investors and proxy advisory firms continue to emphasize the importance of well-balanced boards composed of directors of different genders, ethnicities, areas of expertise, ages and tenures. While companies are increasingly presenting information regarding diversity, the specific approaches to disclosure vary. Some companies present the total number or percentage of the board that is gender or ethnically diverse, while others only present this information on an "aggregated" basis (i.e., "X are female, ethnically diverse or hold multiple citizenships"). provided "stand alone" gender diversity statistics provided "aggregated" gender diversity statistics provided no gender diversity statistics provided "stand alone" ethnic diversity statistics provided "aggregated" ethnic diversity statistics provided no ethnic diversity statistics 34 45 21 52 25 23

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