Annual Corporate Governance & Executive Compensation Survey

Shearman & Sterling LLP 42 | Proxy Access — The March Forward Continues but at a Slower Pace 28 33 67 96 PROXY ACCESS ADOPTION OVER TIME 118 Total in 2015 53 Total in 2018 (through June 30) 130 Total in 2017 224 Total in 2016 Q1 Q2 Q3 Q4 9 18 80 11 20 13 30 67 12 41 8 Prior to 2015 by-laws by-laws by-laws by-laws

• Cover
• Introduction
• Insights
• The Importance of Adding Culture to the Board Agenda
• CEO Pay Ratio: Perspectives on the First Year and a Look Forward
• Cybersecurity - Board Oversight
• Board Diversity and the Skills Matrix
• Board Oversight of Sexual Harassment and Misconduct Claims
• Shareholder Engagement: Using Proxy Statements and Corporate Websites
• Shareholder Activism: Will 2018 be A Record-Breaking Year for Activism?
• Director Compensation and the Delaware Courts
• Proxy Access
• Proxy Access - The March Forward Continues but at a Slower Pace
• IPO Governance Practices
• IPO Corporate Governance
• Shareholder Proposals
• Shareholder Proposal Season
• Shareholder Proposals 2018 - Was 14I Really a Game Changer?
• The Survey
• Board Structure and Practices
• Board Refreshment
• Women in Leadership
• Anti-Takeover Provisions
• Compensation-Related Proxy Disclosures
• Say-on-Pay
• Clawback Policies
• Change in Control Severance Arrangements
• Severance Arrangements
• Compensation-Related Shareholder Proposals
• Stock Ownership and Retention Guidelines
• Hedging and Pledging Policies
• Executive Perquisites
• Survey Methodology