Corporate Governance

Corporate Governance and Exec Compensation 2021

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Shearman & Sterling LLP 35 | Board Size and Leadership 10 2 64 21 2 1 Number of Non-Independent Directors* One non-independent board director Two non-independent board directors Three non-independent board directors Four non-independent board directors Five non-independent board directors Six non-independent board directors Director Independence * Includes one company where the two non-independent directors are co-CEOs. of the directors on the boards of the Top 100 Companies. Over the last 10 years, the number of companies at which the CEO is the only non-independent director has increased significantly. Independent directors constituted of the Top 100 Companies have boards composed of 75% or more independent directors of the Top 100 Companies have management directors (other than the CEO) who are not independent, including one of the Top 100 Companies that has its CFO on the board and three of the Top 100 Companies that have their COO on the board of the Top 100 Companies have non-management directors who are not independent an average of 93 19 22 86%

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