Annual Corporate Governance & Executive Compensation Survey

2016 Corporate Governance Survey

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Shearman & Sterling LLP 14 | Shareholder Engagement SHAREHOLDER ENGAGEMENT: AN EVOLVING LANDSCAPE INSIGHTS 81% of the Top 100 Companies made shareholder engagement disclosures in their annual proxy statements. At the 81 Top 100 Companies that made such disclosures in their annual proxy statements, the length of these disclosures was more often less than one page. 60% of the companies making shareholder engagement disclosures in their annual proxy statements disclosed the reasons why they engage. While shareholder engagement is anything but new, it has become a key corporate governance topic for most public companies. Once limited to a few scheduled events per year, it is now more of an everyday task. It is a broad topic that raises many questions including: § When should the company engage with shareholders? § Which shareholders should it engage with? § Who should be on the engagement team? § When should directors engage directly with shareholders? § What forums are best for engagement? § What topics are appropriate to discuss? § Are there topics that are off-limits? § Should the company adopt a formal shareholder engagement policy? § What role does the company's disclosures play in its engagement approach? We focus on these key questions as we highlight the results of our survey of the engagement practices of the Top 100 Companies. 27 12 9 24 9 1/4 page or less 1/2 page 3/4 page 1 page Greater than 1 page Disclose Do Not Disclose Yes 81% No 19% 49 32 By Stephen Giove

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