Corporate Governance

Shearman & Sterling LLP 41 | Director Skill Set Director Skills Matrix One of many initiatives to encourage public companies to encourage board refreshment and promote diversity on public company boards has been to encourage public companies to add a director skills matrix as part of their proxy statement disclosures. Board Skills Information SEC rules require companies to disclose the "experience, qualifications, attributes and skills that led to the conclusion that the person should serve as a director for the registrant at the time the disclosure is made, in light of the registrant's business and structure." As a result of this disclosure requirement, companies typically discuss director experience, qualifications, attributes and skills as part of each director's biography. There is a continued trend in presenting this information in a matrix format so that shareholders can have a clearer picture of the experience, qualifications, attributes and skills of the board as a whole. No Matrix Provided 27 Companies vary considerably in how they present the experience, qualifications, attributes and skills of directors in the matrix. The information may be presented in the aggregate or identify specific directors who have such experience, qualifications, attributes and skills. 37 33 45 49 50 45 Aggregated Information* 2019 2020 2021 * 12 of the Top 100 Companies included both aggregated information and individual director information in their director skills matrix. Director Skill Set Data Director Skills Matrix Presented 2019 2020 2021 74 73 74 37 33 45 49 50 45 Individual Director Information* Of the 25 companies that presented director skills in an aggregated format only, 22 companies presented the information by number of directors and three companies presented the information as a percentage of the total board.

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