2 | Title Here Shearman & Sterling LLP
The results of our ninth Annual Survey of Selected Corporate
Governance Practices of the Largest US Public Companies
(the"Survey") reflect a year of transition in the compensation
arena for the Top 100 Companies.* The adoption of mandatory
say-on-pay pursuant to the Dodd-Frank Wall Street Reform and
Consumer Protection Act (the "Dodd-Frank Act") required many
public companies (including 85 of the Top 100 Companies)
to rethink how they present information regarding their
compensation programs and processes to shareholders.
Say-on-pay solidified the role of the proxy statement—particularly
the CD&A—as the primary vehicle for the company to explain
executive pay to investors. Many issuers, including a majority of
the Top 100 Companies, refined their compensation disclosures
to better explain the compensation process and effectively serve
as a supporting statement for their say-on-pay votes.
In particular, there was increased use of "executive summaries"
in the CD&A (including at 76 of the Top 100 Companies) that:
• Emphasized the pay-for-performance elements of the executive
compensation program;
• Highlighted key corporate and financial results; and
• Noted corporate governance features and changes implemented
in both 2010 and 2011.
*See "Survey Methodology" on page 62 of this Survey for the list of the Top 100 Companies.
Director & Executive
Compensation
Corporate Governance
of the Largest US
Public Companies
2011
