Corporate Governance

2020_Corporate Governance and Executive Compensation

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Shearman & Sterling LLP 32 | Preparing the Board for Human Capital Management Oversight and Disclosure CONCLUSION For every company, there is likely at least one aspect, if not more than one aspect, of enterprise risk management and long-term strategic planning that is a function of workers outside the executive group. And those identified aspects are board issues. Developing a robust body of year-over-year human capital data will enable the board to more effectively oversee and measure the aspects of human capital management that fall under its oversight, and simultaneously allow the company to provide meaningful human capital management disclosure in accordance with the new human capital management disclosure rule. 52 13 11 27 22 1 1 5 2 48 No measurement other than total number of employees provided Provide a measurement in addition to total number of employees Number of employees in United States versus rest of world, or other specific geographic breakdowns Number or percentage of employees covered by collective bargaining agreements or represented by unions Number of employees in a specified business unit or role Year to year changes in total number of employees Number of full-time versus part-time employees Number of salaried versus hourly employees Percentage of male versus female employees Percentage response rate to employee engagement surveys Of the Companies that Provide a Measurement in Addition to Total Number of Employees, the Measurements Disclosed Are 7 52 13 11 27 22 1 1 5 2 48 52 13 11 27 22 1 1 5 2 48 52 13 11 27 22 1 1 5 2 48 Human Capital Measurements Disclosed in Forms 10-K

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