Since January, three new surveys have become available that provide insights on corporate governance practices at public companies. The surveys, which are released annually, are from Institutional Shareholder Services Inc. (“ISS”), The Conference Board, Inc. (in collaboration with NASDAQ OMX and NYSE Euronext), and Deloitte LLP (in collaboration with the Society of Corporate Secretaries and Governance Professionals). These surveys can be a useful tool for companies seeking to benchmark their board practices against those of their peer companies.
The surveys cover board practices on a variety of topics, including board leadership, size, independence, meetings (e.g., frequency and attendance), committees (e.g., types and independence), diversity, age and tenure. The Conference Board Report also includes information on director compensation and anti-takeover practices such as poison pills, supermajority voting requirements and the ability of shareholders to call special meetings and act by written consent. Of note, the surveys indicate the following:
  • A continuing uptick in the number of companies appointing separate and/or independent board chairs;
  • An increase in the number of companies declassifying their boards. The ISS Board Practices report states that, for the first time, 50% of S&P MidCap 400 companies now have annual director elections;
  • A continuation of the trend towards companies adopting a majority vote standard in uncontested director elections;
  • An increase in the number of companies permitting their shareholders to call special meetings;
  • Greater board engagement with shareholders; and
  • A slight increase in board diversity, measured by the number of women and minorities represented on company boards.
Each of these surveys presents findings from a different universe of companies:
  • The ISS Board Practices report covers data on S&P 1500 companies gathered from public filings (primarily proxy statements) related to shareholder meetings held between July 1, 2011 and June 30, 2012.
  • The Conference Board Director Compensation and Board Practices survey presents findings from a survey conducted between March and June 2012 of over 350 public companies. Nearly all of the companies are listed on the NYSE or NASDAQ and most of them are Russell 3000 and/or S&P 500 companies.
  • The Deloitte and Society of Corporate Secretaries and Governance Professionals Board Practices Report presents findings from a survey conducted in July and August 2012 of nearly 200 companies (both public and private) represented in the membership of the Society of Corporate Secretaries and Governance Professionals.
The ISS Board Practices report is available for purchase at http://issgovernance.com/bookstore, and The Conference Board Director Compensation and Board Practices survey is available for purchase here. The Deloitte and Society of Corporate Secretaries and Governance Professionals Board Practices Report is available free of charge here.