Annual Corporate Governance & Executive Compensation Survey

2018 Corporate Governance Survey

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Shearman & Sterling LLP 76 | Board Refreshment DIRECTOR SKILLS MATRIX As one of many initiatives to encourage large public companies to promote diversity on public company boards, the New York City Comptroller (NYCC) launched a new phase of its Boardroom Accountability Project in September 2017. The project involved, among other things, asking 151 U.S. public companies to add a director skills matrix as part of their proxy statement disclosures. For more information on the Board Room Accountability Project, see Board Diversity and the Skills Matrix in this Survey. Since the announcement of the NYCC's new project, the number of Top 100 Companies that presented a matrix in their proxy statement that identified the skills, experiences and characteristics of its directors increased from 55 companies in 2017 to 71 companies in 2018. Of the 17 companies that added a skills matrix in their 2018 proxy statement, only four of the Top 100 Companies received the request from the NYCC. Companies vary considerably in how they present the skills, experiences and characteristics of directors in the matrix. The information may be presented in the aggregate or identify specific directors who have such skills, experiences and characteristics.* Where the skills matrix identifies directors on an aggregated basis, the information on the directors who possess the skills, experiences and characteristics may be presented as an aggregated number of directors (i.e., "five of our 10 directors have public company board service experience") or as a percentage of the entire board (i.e., "50% of our directors have public company board service experience").** In 2018, there was a notable increase in the number of Top 100 Companies that presented information on an aggregated basis and as an aggregated number of directors. 30 52 3 4 2017 2018 Aggregated Information Number Individual Director Information Percentage 28 42 31 36 * In 2017 and 2018, four and seven companies, respectively, presented both aggregated and individual director information. ** In 2017 and 2018, five and 14 companies, respectively, presented information as both a number and a percentage. 2017 2018 55 56 70 Director skills matrix presented Skills in matrix consistent with skills identified as important for selection of directors 71

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