Corporate Governance

Shearman & Sterling 6 | Shareholder Engagement % of the 2017 Top 100 Companies % of the 2016 Top 100 Companies 46% 28% 34% 26% 36% 23% 34% 15% 18% 9% 27% 12% 15% 7% 9% 5% 9% 7% CSR / environmental, sustainability, climate change and social issues Business and strategy of the company Proxy access Board composition and refreshment Company performance Board structural matters Risk management and oversight / cyber security / compliance programs Proxy statement disclosure enhancements Capital structure and capital allocation SHAREHOLDER ENGAGEMENT TOPICS Most of the Top 100 Companies that made shareholder engagement disclosures in their 2017 proxy statements provided some detail regarding the topics that were discussed during these interactions with investors. Similar to last year, the most commonly disclosed topics in 2017 were executive compensation matters (including say- on-pay votes) and corporate governance issues generally (including emerging issues). As shown below, corporate social responsibility (CSR) matters, the business and strategy of the company, and proxy access were the next most commonly discussed topics in 2017. 97% provided some detail as to the topics on which they engaged (up from 86% of the 2016 Top 100 Companies). 93% disclosed that they engaged on executive compensation matters, including say-on- pay votes (up from 82% of the 2016 Top 100 Companies). 84% disclosed that they engaged on corporate governance generally, including emerging issues (up from 70% of the 2016 Top 100 Companies). 36% included disclosure of items other than executive compensation matters and corporate governance generally (down from 51% of the 2016 Top 100 Companies). Disclosure increased across all shareholder engagement topics from 2016 to 2017. Note: Many companies engaged on more than one topic. Of the 2017 Top 100 Companies that made shareholder engagement disclosures:

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