Corporate Governance and Practices Trends

A Comparison of Large Public Companies and Silicon Valley Companies

Introduction

As counsel to a wide range of public companies in the high technology and life science industries, primarily based in the Silicon Valley and Seattle regions, Fenwick has collected information on the corporate governance practices of publicly traded companies in order to counsel our clients on best practices and industry norms in corporate governance. We have collected this data since 2003 and believe this unique body of information is useful for all Silicon Valley companies and publicly-traded technology and life science companies across the U.S. as well as public companies and their advisors generally.

Fenwick's annual survey covers a variety of corporate governance practices and data for the companies included in the Standard & Poor's 100 Index (S&P 100) and the high technology and life science companies included in the Silicon Valley 150 Index (SV 150). In this report, we present statistical information for a subset of the data we have collected over the years. These include:

• makeup of board leadership
• number of insider directors
• gender diversity on boards of directors
• size and number of meetings for boards and their primary committees
• frequency of maintaining and number of other standing committees
• majority voting
• board classification (staggered boards)
• use of a dual-class voting structure
• frequency and coverage of executive officer and director stock ownership guidelines
• frequency and number of shareholder proposals

In each case, comparative data is presented for the S&P 100 companies and for the high technology and life science companies included in the SV 150 as well as trend information over the history of the survey. In a number of instances the report also presents data showing comparison of the top 15 (which are of a scale similar to the S&P 100), top 50, middle 50 and bottom 50 companies of the SV 150 (in terms of revenue), illustrating the impact of scale on the relevant governance practices.

This 40 page survey will be a useful resource for board members, senior executives, in-house legal counsel and their advisors, base in Silicon Valley and throughout the United States.

Please click here to go to survey.