Annual Corporate Governance & Executive Compensation Survey

2019 Corporate Governance & Executive Compensation Survey

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Shearman & Sterling LLP Shareholder Proposal Season | 59 SHAREHOLDER PROPOSALS — SELECT ENVIRONMENTAL AND SOCIAL MATTERS (CONTINUED) Select Environmental and Social Matters There was a slight increase in the number of proposals pertaining to environmental, social and political matters voted on in 2019 compared to 2018. In 2019, as was the case in 2018 and 2017, the greatest number of proposals related to political and lobbying expenditures. Notably, two of these proposals passed in 2019 compared to zero in the prior two years. Another noteworthy aspect of the 2019 proxy season was the increase in the number of proposals relating to reports on social issues. There were 27 such proposals in 2019, compared to 17 in 2018 and eight in 2017, with two proposals passing. * Through June 30, 2019. 2019* 2018 2017 Proposal Type # Props. # Pass Avg. % in Favor # Props. # Pass Avg. % in Favor # Props. # Pass Avg. % in Favor Pay Disparity Report 7 0 23.2 4 0 20.5 12 0 15.2 Approve/Amend Diversity/ EEO Policy 5 0 10.4 5 0 29.8 11 0 25.8 Social Issues (Various) Policy 5 0 18.4 5 0 12.3 4 0 13.3 Human Rights Policy 4 0 6.0 4 0 7.5 4 0 8.0 Industrial Waste/Pollution/ GHG Emission Report 4 0 28.3 8 1 26.3 12 0 25.2 Assess Impact of "Two Degree" Scenario Report 2 0 7.6 3 2 52.8 15 3 43.0 Sustainability as Perf. Metric 1 0 11.6 0 0 0 1 0 32.0 Sustainability Report 1 0 9.7 4 2 38.4 7 1 28.0 Adopt Holy Land Principles 0 0 0 0 0 0 12 0 3.17 Charitable Contribution Report 0 0 0 1 0 3.2 4 0 2.8 Energy Policy Report/Policy 0 0 0 1 0 5.8 8 0 27.9 TOTAL 140 4 N/A 120 5 N/A 180 4 N/A

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