Shearman & Sterling LLP
1 Introduction
53 The Survey
Board Size and Leadership 55
Director Independence 57
Board Refreshment 58
Board Diversity 60
Director Skill Set 63
Women in Leadership 65
ESG Disclosure and Governance 66
Format of Annual 73
Shareholder Meetings
Cybersecurity 74
IPO Governance Practices 75
Human Capital Management 79
Share Ownership Requirements 80
Equity Plans 81
Say-on-Pay 82
Clawback Policies 83
CEO Pay Ratio 87
Executive Perquisites 88
Golden Parachute Provisions 89
Survey Methodology 91
Corporate Responsibility 93
at Shearman
5 Insights
SEC Proposes Significant Changes 33
to Share Repurchase Disclosure
and Rule 10b5-1 Requirements
and Disclosure
PBCs and the Pursuit 38
of Corporate Good
A Deeper Look at the Global 43
Framework Principles for
Decarbonizing Heavy Industry
UK Corporate Governance 47
Developments
Regulatory Round Up 51
Contents
After Years of Debate, 7
Climate Change Impact
Reporting Gets Real
The Rise of the ESG Officer 1 5
Financial Institutions 20
Confront Climate Change
Trends in E&S Proposals in the 24
2022 Proxy Season and Disclosure
ESG and Incentive 28
Compensation Plans:
Are Investors Satisfied?
