Issue link: https://digital.shearman.com/i/1512772
Shearman & Sterling LLP Contents 1 Introduction 3 Insights Leveraging the Broad Potential of Artificial Intelligence While Mitigating the Risks 5 SEC Demands Stronger Disclosure Controls in Recent Enforcement Actions 11 A Review of the 2023 Proxy Season: An E&S Backlash? 17 Evolving Notions of Board Effectiveness 21 Extension of Oversight Fiduciary Duties to Officers 26 Executive Officer Departures: Is your Disclosure Adequate? 30 Compensation, Compliance Incentives and Clawbacks – DOJ Pilot Program and the SEC Clawback Rule 35 Getting Camera Ready: Refreshing Insider Trading Policies Ahead of Mandatory Public Disclosure 40 SVB Fallout: Banks Face Heightened Corporate Governance and Risk Management Scrutiny 45 Sustainability-Linked Loans: Key Considerations in Setting Key Performance Indicators 49 The SEC's Regulation of Foreign Private Issuers 53 U.K. Corporate Governance Developments 58 SEC Rulemaking Roundup 65 69 The Survey Board Size 71 Board Leadership 72 Director Independence 73 Board Refreshment 74 Board Diversity 76 Director Recruitment 79 Director Skill Set 80 Women in Leadership 82 ESG Disclosure and Governance 83 Format of Annual Shareholder Meetings 90 Cybersecurity 9 1 IPO Governance Practices 92 Human Capital Management 95 Share Ownership Requirements 96 Equity Plans 97 Say-on-Pay 98 Clawback Policies 99 CEO Pay Ratio 103 Executive Perquisites 104 Pay Versus Performance 105 ESG Metrics in the Incentive Compensation Plans of the Top 100 Companies 107 Survey Methodology 108