Corporate Governance

2017 Corporate Governance & Execution Compensation Survey

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Shearman & Sterling Survey Methodology | 91 SURVEY METHODOLOGY We reviewed the corporate governance and compensation practices of 100 of the largest U.S. public, non-controlled companies that have equity securities listed on the NYSE or NASDAQ. These companies, which we selected based on a combination of their latest annual revenues and market capitalizations, are referred to as the "Top 100 Companies." Generally, we derived the data in this Survey from the annual proxy statements, compensation committee charters and corporate governance guidelines posted on the companies' websites and available as of June 1, 2017 (except where otherwise noted). SHEARMAN & STERLING WOULD LIKE TO ACKNOWLEDGE THE FOLLOWING INDIVIDUALS FOR THEIR CONTRIBUTIONS TO THIS SURVEY: Nell Beekman Matthew Behrens Rupa Briggs Melisa Brower Jane Collins Thomas Eikenbrod Margaret Eleazar-Smith Jai Garg Jake Glazeski Kelly Hamren-Anderson Sue Kim Minsoo Kwon Nicholas Lamb David Ling Kara Margolis Chika Oparaji Shari Salter Rafaela Schorr Frederick Shanks Matthew Weston Daniel Yao 100 U.S. public companies surveyed. DATA DERIVED FROM VARIOUS SOURCES, INCLUDING: INDUSTRIES OF SURVEYED COMPANIES: Annual Proxy Statements Compensation Committee Charters Corporate Governance Guidelines 7 15 20 15 23 20 Energy Financial Services Healthcare Industrials Retail / Consumer Products TMT

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