Corporate Governance Outlook 2018

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Corporate Governance Outlook 2018, an Equilar publication, analyzes trends in corporate governance and executive compensation disclosure in proxy filings at the 500 largest, by revenue, U.S. public companies (Equilar 500). The report reviews the recent evolution in governance and disclosure practices and provides a look ahead to what may come in 2018 with respect to the CEO Pay Ratio, Say on Pay, environmental and social shareholder proposals, board evaluation, and more. Donnelley Financial Solutions and Hogan Lovells offered independent commentary to provide context and color on companies’ approach to governance issues and communications with shareholders through proxy statements and other channels.

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Key Findings:

  • The total amount of shareholder proposals in the Equilar 500 decreased from 400 in 2016 to 352 in 2017—however, social and environmental proposals increased in that time frame
  • While not required, detailed disclosure of board evaluation policies and CEO succession plans increased from 2013 to 2017 by 19.7 percentage points and 7.2 percentage points, respectively
  • Zero companies in the Equilar 500 disclosed a CEO pay ratio ahead of the required rule for 2018
  • Roughly half of all Say on Pay proposals in 2017 received over 95% approval from shareholders—99% of all proposals passed with majority support, with only five Equilar 500 companies receiving less than 50% shareholder approval