Annual Corporate Governance & Executive Compensation Survey

2019 Corporate Governance & Executive Compensation Survey

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Shearman & Sterling LLP 20 | The Climate Changes for ESG COMMITTEES RESPONSIBLE FOR ESG OVERSIGHT**** Nominating and Governance Committee Public Policy/Regulatory and Compliance/Sustainability Committee Audit Committee Compensation Committee 5 4 32 53 **** Based on a review of proxy statements, committee charters and corporate governance guidelines; of the 82 of the Top 100 Companies that disclosed which board committee(s) had responsibility for ESG oversight, nine of the Top 100 Companies had two or more committees responsible for such oversight. Disclosure of Board Oversight Disclosure of the board's oversight of ESG matters is typically found in three places — the company's proxy statement, its reports on ESG matters and its corporate governance documentation. While there is no specific proxy statement requirement to discuss ESG oversight, companies have begun to disclose the board's approach to ESG oversight and the key ESG issues the company is focusing on. Some companies cross-reference or provide a link to additional ESG reporting available on their corporate website. The website often provides information about who in senior management has responsibility for ESG matters as well as some details regarding senior management and board interaction on ESG matters. Finally, the company's corporate governance guidelines and its committee charters often provide insights into how the board oversees ESG matters, including the coverage of the full board and individual board committees. Given the increased importance of demonstrating the board's commitment to ESG, companies have been considering changing the names of their committees to more directly indicate where ESG matters are being handled at the board level. DOES THE COMPANY DISCLOSE ITS BOARD'S OVERSIGHT OF ESG MATTERS IN ITS PROXY STATEMENT? 84 16 YES NO

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