A recent report published by The Conference Board in collaboration with Debevoise & Plimpton, Russell Reynolds Associates and the John L. Weinberg Center for Corporate Governance documents corporate governance trends and developments at over 3,000 SEC reporting companies across 11 industry sectors, five revenue groups and three asset value groups.
The report analyzes data disclosed in proxy statements and other periodic SEC reports filed during 2018, as well as organizational and policy documents (e.g., charters, bylaws and governance documentation) available on EDGAR and company websites. The report is organized in four parts:
- Board Organization, including board size, frequency of meetings, board refreshment and committee structure as well as data on board leadership matters, such as the combination of CEO and board chair positions, and the assessment of director performance at the board, committee and individual levels.
- Director Profile, including demographics of the director population (e.g., age, gender, tenure, and qualifications and skills) as well as data on director independence and affiliations.
- Director Election and Removal, including trends in the director election process (e.g., voting standards (majority versus plurality voting), the frequency of elections (declassified versus classified boards) and the adoption of proxy access bylaws) as well as developments in the director removal process.
- Other Board Policies, including mandatory retirement, resignation, over-boarding, director indemnification, diversity, director skill disclosure in public filings, the adoption of exclusion forum bylaws, the orientation and continuing education of directors, and director eligibility for matching gift programs offered to employees.
Supporting data tables are presented at the end of the report, which may prove to be a useful resource to benchmark board practices going forward. A copy of the report is available on our firm’s website.