Shearman & Sterling LLP 2 | Title Here
The results of our ninth Annual Survey of Selected Corporate
Governance Practices of the Largest US Public Companies
(the "Survey" ) show a year of relative calm on the regulatory
front. With the landmark Dodd-Frank Wall Street Reform and
Consumer Protection Act (the "Dodd-Frank Act" ) having become
law in July 2010, a great deal of the focus of the Securities and
Exchange Commission (the "SEC" ) was on creating the rules
and regulations it called for rather than pursuing new initiatives.
However, even in the absence of the intense Congressional
scrutiny that came with the debate surrounding the passage of
the Dodd-Frank Act, corporations and their boards continued to
be under significant scrutiny during the last year. This should
not come as a surprise given the vast amounts of capital
invested in the Top 100 Companies* that is controlled by
institutional investors. These investors are continuing to seek
a more significant say in the governance practices of the
companies they invest in and we expect this trend to continue.
Proxy Access
At this time last year we expected this year's Survey would
include a close examination of the effects of the SEC's proxy
access rules on the Top 100 Companies. The SEC first proposed
amendments to the proxy rules that would grant shareholders
access to companies' proxy statements in May 2009, but
General Governance
Practices
Corporate Governance
of the Largest US
Public Companies
2011
*See "Survey Methodology" on page 40 of this Survey for the list of the Top 100 Companies.
