Corporate Governance

Shearman & Sterling LLP | 2

• Cover
• Introduction
• Insights
• Leveraging the Broad Potential of Artificial Intelligence While Mitigating the Risks
• SEC Demands Stronger Disclosure Controls in Recent Enforcement Actions
• A Review of the 2023 Proxy Season: An E&S Backlash?
• Evolving Notions of Board Effectiveness
• Extension of Oversight Fiduciary Duties to Officers
• Executive Officer Departures: Is your Disclosure Adequate?
• Compensation, Compliance Incentives and Clawbacks – DOJ Pilot Program and the SEC Clawback Rule
• Getting Camera Ready: Refreshing Insider Trading Policies Ahead of Mandatory Public Disclosure
• SVB Fallout: Banks Face Heightened Corporate Governance and Risk Management Scrutiny
• Sustainability-Linked Loans: Key Considerations in Setting Key Performance Indicators
• The SEC's Regulation of Foreign Private Issuers
• U.K. Corporate Governance Developments
• SEC Rulemaking Roundup
• The Survey
• Board Size
• Board Leadership
• Director Independence
• Board Refreshment
• Board Diversity
• Director Recruitment
• Director Skill Set
• Women in Leadership
• ESG Disclosure and Governance
• Format of Annual Shareholder Meetings
• Cybersecurity
• IPO Governance Practices
• Human Capital Management
• Share Ownership Requirements
• Equity Plans
• Say-on-Pay
• Clawback Policies
• CEO Pay Ratio
• Executive Perquisites
• Pay Versus Performance
• ESG Metrics in the Incentive Compensation Plans of the Top 100 Companies
• Survey Methodology