Corporate Governance

2023 Corporate Governance Survey

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Shearman & Sterling LLP Director Skill Set | 80 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 an increasing trend to present this information in a matrix format on an individual director basis so that shareholders can have a clearer picture of the experience, qualifications, attributes and skills of the board as a whole. No matrix provided 20 Companies vary considerably in how they present the experience, qualifications, attributes and skills of directors. The information may be presented in the aggregate or it may identify specific directors who have such experience, qualifications, attributes and skills. Aggregated Information* 2021 2022 2023 *35 of the Top 100 Companies included both aggregated information and individual director information in their director skills matrix. Director skills matrix presented 2021 2022 2023 73 85 Individual director information* Of the 4 companies that presented director skills in an aggregated format only, 3 companies presented the information by number of directors and one company presented the information as a percentage of the total board. Data Director Skill Set 80 Of the 80 Top 100 Companies that presented a director skills matrix, the skills, experience and characteristics in the matrix were consistent with those identified in their proxy statements as important for the selection of directors in 79 of the companies. 48 37 76 49 39 96 48 37 76 49 39 96

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