Board Oversight Disclosure. Over the past several years, companies have increasingly used their proxy statements to communicate how their boards have exercised oversight over key matters. We expect this trend to accelerate in the 2020 proxy season. This trend is being driven both by institutional investors’ desire for a greater understanding of the governance of their portfolio companies and companies’ desires to efficiently and effectively disseminate information into the marketplace to enhance their shareholder engagement programs. “Voluntary” disclosures that are increasingly becoming common include descriptions of board’s oversight of long-term strategy, culture, diversity, ethics, human capital management, cybersecurity, climate change, sustainability, human rights, political contributions and lobbying expenditures. Companies also have been increasingly including factors that connect to relevant ESG topics as part of their skill matrix in their proxy statements. In our Survey, we found that 52 of the Top 100 Companies identified ESG factors as a skill set in their director skills matrix or as part of their director biography.
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