Debevoise & Plimpton LLP has contributed to the 2020 edition of Corporate Board Practices in the Russell 3000 and S&P 500. The report documents corporate governance trends and developments at US publicly traded companies—including information on board composition and diversity, the profile and skill sets of directors, and policies on their election, removal, and retirement. The analysis is based on recently filed proxy statements and complemented by the review of organizational documents (including articles of incorporation, bylaws, corporate governance principles, board committee charters, and other corporate policies made available in the Investor Relations section of companies’ websites). When relevant, the report highlights practices across business sectors and company size groups.
The report was referenced in The Wall Street Journal’s coverage of California’s new legislation that will require the boards of publicly traded companies based in the state to have at least one racially, ethnically or otherwise diverse director by 2021.
The project is a collaboration among The Conference Board, Debevoise & Plimpton, Russell Reynolds Associates, the KPMG Board Leadership Center (BLC), the John L. Weinberg Center for Corporate Governance at the University of Delaware, and ESG data analytics firm ESGAUGE. Insights from the new report include the following:
- While progress continues to be made, hundreds of US public companies still have an all-male board of directors. Only about 10 percent of S&P 500 companies explicitly disclose individual directors’ ethnicity, and 8 out of 10 of those board members are white.
- With new skill sets now in demand, companies are increasingly looking for directors beyond the C-suite. However, they remain cautious of nominees without prior board experience.
- The average age of directors in both the Russell 3000 and S&P 500 remains unchanged, while the share of board members age 70 or older has in fact increased in the last few years.
- While boards of directors have a mix of tenures, US directors continue to serve longer than those in other jurisdictions: the average US board has at least two members who have served for 12 years or longer.
- At least one-fifth of S&P 500 companies and one-third of Russell 3000 companies do not comply with key investor voting guidelines on director overboarding, and a large majority of companies in both indexes do not specifically restrict the additional board services of their CEO.
- Director turnover remains low. Almost half of Russell 3000 companies and 40 percent of S&P 500 companies made no changes to the makeup of their board of directors last year.
- Almost half of Russell 3000 companies continue to use some form of plurality voting to elect their directors and to retain classified board structures where directors do not face annual elections.
About The Conference Board
The Conference Board is the member-driven think tank that delivers trusted insights for what’s ahead. Founded in 1916, we are a non-partisan, not-for-profit entity holding 501 (c) (3) tax-exempt status in the United States. www.conference-board.org
About Debevoise & Plimpton
Debevoise & Plimpton LLP is a premier law firm with market-leading practices, a global perspective and strong New York roots. We deliver effective solutions to our clients’ most important legal challenges, applying clear commercial judgment and a distinctively collaborative approach.
About Russell Reynolds Associates
Russell Reynolds Associates is a global leadership advisory and search firm. Our 470+ consultants in 46 offices work with public, private and nonprofit organizations across all industries and regions. We help our clients build teams of transformational leaders who can meet today’s challenges and anticipate the digital, economic and political trends that are reshaping the global business environment. From helping boards with their structure, culture and effectiveness to identifying, assessing and defining the best leadership for organizations, our teams bring their decades of expertise to help clients address their most complex leadership issues. We exist to improve the way the world is led. www.russellreynolds.com
About ESGAUGE Analytics
ESGAUGE Analytics is the intelligence platform and help desk uniquely designed for the corporate practitioner and the professional service firm seeking customized data on U.S. public company disclosure of environmental, social and governance (ESG) practices. Our clients include business corporations, compensation consultants, law firms, accounting firms, and investment companies. We also partner on research projects with think tanks, academic institutions, and media companies. ESGAUGE Analytics intelligence is tailored to specific empirical information needs, with segmentations by select peer groups, business industry, and multiple company size dimensions. Data insights are tagged and hyperlinked to underlying sources. www.esgauge.com