Issue link: https://digital.shearman.com/i/1035491
Shearman & Sterling Shareholder Engagement | 7 EXAMPLES OF OTHER SPECIFIC ACTIONS DISCLOSED BY THE TOP 100 COMPANIES INCLUDE: Proxy statement disclosures / design enhancements 1 5 Adoption or modification of a clawback policy 3 7 Enhanced website disclosures of political expenditures 2 The COUNCIL OF INSTITUTIONAL INVESTORS' "Corporate Governance Policies (2016)" provides: Directors should respond to communications from shareowners and should seek shareowner views on important governance, management and performance matters. 6 Improvements to the director self-evaluation process 4 8 68% 45% 35% 38% Changes to or Reaffirmation of Executive Compensation Practices Adoption of Proxy Access ACTIONS TAKEN IN RESPONSE TO ENGAGEMENT As was the case in 2016, a large percentage of the Top 100 Companies disclosed at least some of the specific actions they took in response to engagement. This disclosure is becoming increasingly important to investors as it demonstrates that the company is carefully listening to, and reflecting on, their input. However, there is tension in making these disclosures. Some wonder whether it gives too much credit or power to investors, in particular, creating the precedent of disclosing that changes made were in response to investor input or criticism. Another concern is that while the company has something positive to say for the current year, it may not have anything positive to say in the next year. Some companies handle this by not making disclosures of this type while other companies disclose the topics that were discussed with investors and the changes made but do not link the two, while still other companies talk about the changes made over a longer time period, such as over the past several years. Note: Many companies took more than one action. Adoption or modification of stock ownership requirements Changes in anti-takeover defenses Adoption of a hedging / pledging policy Adoption of an "over-boarding" policy " " % of the 2017 Top 100 Companies % of the 2016 Top 100 Companies The most common actions taken were consistent from 2016 to 2017.