Corporate Governance

2023 Corporate Governance Survey

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Shearman & Sterling LLP Pay Versus Performance | 106 of participating Top 100 Companies included non-financial performance measures in its tabular list. The most common non-financial performance measure was ESG- related measures. Other non-financial performance measures included: talent planning, quality of care and patient experience, affordability and effectiveness, inventory turns, smoke-free shipment volume and employee experience index. Peer Group The final rules allow companies to choose to use either the peer group in its TSR performance graph required under Item 201(e) of Regulation S-K or, if the company uses a peer group in benchmarking its compensation, the peer group disclosed in its CD&A in its PvP disclosure. 63 of participating Top 100 Companies used the peer group used in its performance graph, while 22 of participating Top 100 Companies used the peer group disclosed in its CD&A. Participating Top 100 Companies Providing a Tabular Disclosure Listing 4 23 17 16 8 14 3 Companies do not use any performance goals Companies had 1 performance goal Companies had 3 performance goals Companies had 4 performance goals Companies had 5 performance goals Companies had 6 performance goals Companies had 7 performance goals 16

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