Annual Corporate Governance & Executive Compensation Survey

2016 Corporate Governance Survey

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Shearman & Sterling LLP 16 | Shareholder Engagement Only four Top 100 Companies disclosed in their proxy statement that they have adopted a policy regarding shareholder engagement. report that engagement is handled by Lead Independent Director / Independent Board Chair. report that engagement included a committee chair, generally of the compensation committee. The Engagement Team The composition of the engagement team varies depending upon the configuration of the senior management team at the company as well as the subject matter of the discussions. For most companies, the CEO, the CFO, the head of Investor Relations and the Corporate Secretary are significantly involved in the engagement process. In some companies, depending on the topic, other executives may also be included as part of the engagement team, such as the General Counsel, the head of Human Resources and other subject matter experts. A key issue in forming an engagement team is the extent to which board members (and if so, which board members) will participate in the engagement process. Regardless of formal policies, companies are disclosing that board members are engaging with shareholders. Yes No Did Not Make Any Shareholder Engagement Disclosure 40 41 19 companies that disclosed that their board members are engaging or open to engaging with shareholders: Of the 19 40 15 6 96 4 Adopted a Policy Did Not Adopt a Policy report that engagement is handled by Board Members / Independent Board Members / Non-Management Directors.

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