Shearman & Sterling LLP
Introduction
2
Director Independence
8
Majority Voting
12
Voting Results for Director Elections
14
E-Proxies
15
Risk Oversight
16
Board Leadership
18
Average Size of Board & Audit Committee
23
Poison Pills
24
Classified Boards & Other Structural Defenses
25
Investors' Perspectives
26
Accessibility of Corporate Governance Documents
29
Board & Committee Meetings
30
Related Person Transactions
34
Director Eligibility Criteria
38
Audit Committee Criteria
40
Additional Committees of the Board
41
Corporate Governance-Related Shareholder & Management Proposals
42
Survey Methodology
46
Table of Contents
