Annual Corporate Governance & Executive Compensation Survey

2016 Corporate Governance Survey

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Shearman & Sterling LLP Shareholder Engagement | 15 FAST FACTS Why Engage? While companies generally engage in order to develop a two-way communication process with their shareholders, the specific reasons companies give for engaging can shed some light on their engagement philosophy. About half of the Top 100 Companies disclosed why they engage with shareholders. Engagement is about building mutual relationships between company executives and board members and key shareholder representatives. Relationships developed during an ongoing shareholder engagement process can be utilized when difficult issues arise in order to obtain input on future actions being contemplated by the company. To provide visibility and transparency into the company's business and governance practices 1 To ensure that management and the board understand and consider the issues that matter most to the company's stockholders 2 To ensure that the company's corporate governance practices continue to evolve and reflect the insights and perspectives of the company's various stakeholders 3 To build and manage long-term relationships with shareholders based on mutual trust and respect Because effective board-shareholder communication strengthens the board's role as an active, informed and engaged fiduciary 4 5 Reasons companies engage with shareholders: 50 27 43 13 7 53 21 23 30 7 Many companies made disclosures in more than one of the sections listed above: A variety of approaches were taken by companies with respect to where in their proxy statements they made shareholder engagement disclosures. CD&A Corporate governance section Both CD&A and corporate governance section Proxy statement summary Cover letter accompanying the proxy statement Say-on-pay proposal 5 sections 3 sections 2 sections 1 section

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