Issue link: https://digital.shearman.com/i/1035494
Shearman & Sterling LLP Shareholder Engagement: Using Proxy Statements and Corporate Websites | 29 Board Skills Information Presentation of Skill Matrix SEC rules require companies to disclose the "specific experience, qualifications, attributes or skills that led to the conclusion that the person should serve as a director for the registrant at the time the disclosure is made, in light of the registrant's business and structure." As a result of this disclosure requirement, companies typically discuss director experience, qualifications, attributes and skills as part of each director's biography. As discussed in Board Diversity and the Skills Matrix in this Survey, there is a movement toward presenting this information in a matrix format so that shareholders can have a picture of the experience, qualifications, attributes and skills of the board as a whole. Some companies take the approach of providing a "full" skills matrix format that identifies the specific experience/ qualification/attribute/skill of each director in a table format, with totals for each experience/qualification/ attribute/skill element presented at the bottom of the table. Other companies only present the aggregate number of directors possessing each experience/qualification/attribute/skill. Some companies do not present this information in either of these formats. 35 36 29 "Full" skills matrix "Aggregated" skills matrix No matrix Board Age and Tenure Director Age and Tenure While SEC rules require that companies disclose the age of each director as well as the year that the director was elected to the board, they do not require that companies disclose the average age or tenure of their board. While shareholders can calculate age and tenure from information available in the proxy statement, companies have increasingly been providing this information as part of their description of the profile of their board. 3 65% 26% of the Top 100 Companies disclosed their average director age, while of the Top 100 Companies disclosed their director tenure (48 companies disclosed average tenure and 17 companies disclosed director tenure in bands.) DIRECTOR PHOTOS A majority of the Top 100 Companies included director photos in their proxy statements: 79% 21%