Corporate Governance

2020_Corporate Governance and Executive Compensation

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Shearman & Sterling LLP ESG Slowly Finding its Way into Incentive Compensation Plans | 25 ESG means different things to different companies. This is how the 36 companies that used ESG metrics defined ESG 2 have ESG metrics that only apply to the CEO and one company weights ESG metrics higher for the CEO consider talent and succession specify that increasing diversity is part of the talent and succession analysis include environmental sustainability as a metric also include a metric that relates to increasing the health and safety of their employees includes working to increase the legal age to purchase tobacco as a metric 32 31 6 5 1 Percentage Weighting of ESG Metrics as Part of Holistic Qualitative Review of Individual Performance Weighting of Individual ESG Metric 27 10 of the Top 100 Companies incorporate ESG metrics into a holistic qualitative review of individual performance of the Top 100 Companies include ESG as an individual metric (one company includes ESG as an element of a holistic qualitative review and also as an individual metric) 1 3 4 2 10 8 1 7 1 20% 15% 10% 5% 50% 25-30% 15-20% 5% Discretionary modifier ESG METRICS IN THE INCENTIVE COMPENSATION PLANS OF THE TOP 100 COMPANIES 36 of the Top 100 Companies use ESG metrics in their executive compensation programs of these companies include the metrics in their annual plan 28 in their long-term plan and 3 as part of their annual determination of total target compensation 5

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