Welcome to the second annual Benesch Corporate Governance Report, which focuses on trends and best practices at middle market public companies.

2019 saw a continued focus on corporate governance from a number of audiences and constituencies. Discussions around diversity and environmental, social, and governance (ESG) matters remained prevalent among public companies, investors, and regulators, with much of the discourse focused on the utility of varying ESG disclosures. Shareholders voiced their perspectives on corporate governance and ESG matters through shareholder proposals and various initiatives aimed at effecting change to current governance structures, such as multiple classes of equity, proxy access, and ESG disclosure. Additionally, corporate governance missteps by companies made big headlines in 2019. The conversations around corporate governance matters continue to evolve, as evidenced by the move away from the focus on proxy access to whether and how a public company describes its environmental initiatives. The vocal constituencies have expanded beyond a company’s shareholders and regulators to also include its suppliers, customers, and the public at large.