1
Table of Contents
2004 Trends in the Corporate Governance Practices of the
100 Largest U.S. Public Companies
2
Director Independence
4
Service on Other Public Company Boards
6
Mandatory Retirement Age and Term Limits
7
CEO & Chairman of the Board
8
Selection of Presiding Directors for Executive Sessions
9
Executive Sessions
10
Screening of Communications with Directors
10
Board Meetings
11
Audit Committee Meetings
12
Nominating/Governance Committee Meetings
13
Compensation Committee Meetings
14
Poison Pills and Classified Boards
15
Corporate Governance-Related Shareholder Proposals
16
Compensation-Related Shareholder Proposals
17
Audit Committee Composition
18
Pre-Approval of Audit and Non-Audit Services
19
Codes of Conduct
19
Audit Committee Charter
20
Attendance Policy
21
Stock Option Expensing
21
Stock Ownership Guidelines
22
Board Compensation Determination and Composition
23
Annual Cash Retainer
24
Director Stock Option Grants
25
Director Restricted Stock or Unit Grants
26
Director Non-Restricted Stock or Unit Grants
27
Deferred Stock Units
28
Other Forms of Director Compensation
28
Committee Fees
29
Committee Retainer Amounts
30
Compensation Committee Retainer
31
Audit Committee Retainer
32
Meeting Attendance Fees
33
Survey Methodology
35
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