Corporate Governance

2018 Corporate Governance & Execution Compensation Survey

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Shearman & Sterling LLP 30 | Shareholder Engagement: Using Proxy Statements and Corporate Websites Additional Perspectives Summaries ADDITIONAL PROXY STATEMENT DISCLOSURES Companies provide additional perspectives with respect to their governance practices by providing the point of view of the CEO or the board on governance and by providing a proxy statement summary and/or an overview of the highlights of their governance practices. 26% of the Top 100 Companies included a letter from the CEO with their proxy statement Eleven of the Top 100 Companies included more than one of the above letters with their proxy statement. 86% of the Top 100 Companies included a proxy statement summary 9% of the Top 100 Companies included a letter from their non-management board chair with their proxy statement 83% of the Top 100 Companies included a corporate governance highlights section 18% 10% of the Top 100 Companies included a letter from the lead independent director with their proxy statement of the Top 100 Companies included a joint letter signed by more than one of the CEO, non-management board chair and lead independent director with their proxy statement 87% of the Top 100 Companies included an executive compensation highlights section In addition to the above, a small number of companies included a "voluntary" report from their nominating and corporate governance committee in addition to the required reports of their audit and compensation committees. In addition, some companies also provided additional perspectives on their corporate websites through director videos. LOCATION OF ANNUAL MEETING DETAILS 56% of the Top 100 Companies placed their disclosure about the details of the annual meeting at the back of its proxy statement 84% of the Top 100 Companies provided the details of the annual meeting in a Q&A format

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