Annual Corporate Governance & Executive Compensation Survey

2018 Corporate Governance Survey

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Shearman & Sterling LLP We are pleased to share Shearman & Sterling's 2018 Corporate Governance & Executive Compensation Survey. In this year's Survey, the 16th in our series, we provide insights on significant governance and executive compensation topics and we analyze key governance policies and practices and identify best practices and emerging trends. We examine the evolution of topics we have reviewed in prior surveys, such as proxy access, shareholder engagement, shareholder proposals, director compensation and activism. The Survey also considers new governance topics that have more recently emerged as key board-level issues, such as corporate culture, CEO pay ratio, cybersecurity, addressing sexual misconduct claims and board diversity. Additionally, the Survey addresses trends in governance practices of newly-public companies. The Survey consists of a review of key governance characteristics of the Top 100 Companies, which we define as the 100 largest U.S. public, non-controlled companies that have equity securities listed on the NYSE or Nasdaq, measured by market capitalization and revenue. The results of the Survey can be found in "The Survey" section, as well as in insights contained elsewhere. We encourage you to use the Survey to benchmark your corporate governance and compensation practices against those of the Top 100 Companies, and to consider our perspectives and practical guidance on trending topics. Please reach out to a member of our team to discuss any matters contained in the Survey or to learn more about the Shearman & Sterling Corporate Governance practice. The 2018 Survey was produced under the leadership of the following Shearman & Sterling attorneys: Richard B. Alsop Rupa R. Briggs George A. Casey Richard C. Fischetti Stephen T. Giove Kyungwon (Won) Lee Doreen E. Lilienfeld Emma Maconick Gillian Emmett Moldowan Lona Nallengara Scott D. Petepiece Zachary S. Aries Matthew H. Behrens Arielle L. Katzman Gina H. Lee Daniel Yao INTRODUCTION

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