Corporate Governance

2018 Corporate Governance & Execution Compensation Survey

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Shearman & Sterling LLP 52 | IPO Corporate Governance 2015 2016 2017 COMPARING 2015, 2016 AND 2017 IPOS In order to evaluate the impact of the ISS policy and voting recommendations, we examined IPOs that were priced with a size of at least $100 million to analyze governance practices that we would expect to be considered problematic by ISS. Foreign private issuers, special purpose acquisition companies, master limited partnerships and real estate investment trusts were excluded. IPOs were roughly evenly split between the NYSE and Nasdaq. Although Delaware continues to be the most popular state of incorporation for IPO companies, the percentage of Delaware-domiciled corporations in 2017 represented a slight decline from prior years. Number of IPOs surveyed State of Incorporation Controlled Companies Delaware Other states 2017 90% 10% Delaware Other states 2016 94% 6% Delaware Other states 2015 95% 5% 59 62 32 Of the 59 companies surveyed for 2017, 53% remained controlled companies (i.e., more than 50% of the voting power was owned by a single person or group) 72% 45% for the 2016 cohort for the 2015 cohort

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