Information contained on this page is provided by companies via press release distributed through PR Newswire, an independent third-party content provider. PR Newswire, WorldNow and this Station make no warranties or representations in connection therewith.
SOURCE The Conference Board
NEW YORK, Feb. 20, 2013 /PRNewswire/ -- According to a report released today by The Conference Board in collaboration with NASDAQ OMX and NYSE Euronext, majority voting is increasingly being embraced as the standard for director elections even among smaller companies. However, when the company is small, incumbent board members failing to receive the required majority of votes are seldom expected to offer their resignation. In addition, the study revealed that almost half of the smallest companies (as measured by annual revenue) do not review political contribution practices, while formal policies regulating donations made by senior business leaders are rarely in place.
Director Compensation and Board Practice: 2013 Edition is based on a survey of 334 public companies jointly conducted by the three partnering organizations among their members. The Harvard Law School Forum on Corporate Governance and Financial Regulation, Stanford University's Rock Center for Corporate Governance, the National Investor Relations Institute (NIRI), the Shareholder Forum, and Compliance Week each endorsed the survey. Participants in the survey (corporate secretaries, general counsel, and investor relations officers) were asked to provide information on a wide range of corporate practices, including: board composition and leadership, director elections, anti-takeover measures, compensation policies, risk oversight, CEO succession planning, board-shareholder engagement, and practices on director performance assessment and retirement. The findings constitute the basis for a benchmarking tool with more than 150 data points searchable by company size (measurable by revenue and asset value) and 20 industrial sectors.
"Over the years, we have established an impressive database that documents evolving trends in corporate governance and board compensation. This data is quite valuable to our member companies using peer comparisons and industry benchmarks to make an informed decision on several organizational and oversight practices," said Matteo Tonello, Managing Director of Corporate Leadership at The Conference Board and an author of the report. "We are grateful to our partners on this annual project, NASDAQ OMX and NYSE Euronext, for their intellectual contribution to the study and their support in expanding the outreach of the annual survey."
"NASDAQ is committed to providing public companies with the tools to minimize risk by streamlining governance, risk and compliance activities. With the complexity of today's corporate governance environment, we are pleased to support this valuable report to help companies fuel better business decisions," said Bruce Aust, Executive Vice President, Corporate Client Group, NASDAQ OMX.
Scott Cutler, Executive Vice President and Head of Global Listings for NYSE Euronext, stated, "NYSE Euronext is committed to supporting governance practices that reflect the highest standards of independence, oversight and transparency. As the governance landscape continues to evolve, with shareholder engagement increasingly important, access to relevant governance and compliance-related resources is critical for public companies. We are pleased to partner with The Conference Board and NASDAQ OMX on this important annual report and believe it will be a valuable asset for companies, boards and their advisors."
The following are the major findings discussed in the report.
On director compensation:
On director qualifications and board service policies:
On proxy access and director election:
On anti-takeover defenses:
On say-on-pay and executive compensation oversight:
On strategy and risk oversight:
On sustainability oversight:
On CEO performance review and succession planning:
On board-shareholder engagement:
On director education and performance assessment:
Director Compensation and Board Practices: 2013 Edition
Report #1509, February 2013
The Conference Board /NASDAQ OMX/ NYSE Euronext
Access the report online at http://www.conference-board.org/publications/publicationdetail.cfm?publicationid=2438
About The Conference Board
The Conference Board is a global, independent business membership and research association working in the public interest. Our mission is unique: To provide the world's leading organizations with the practical knowledge they need to improve their performance and better serve society. The Conference Board is a non-advocacy, not-for-profit entity holding 501(c)(3) tax-exempt status in the United States.
©2012 PR Newswire. All Rights Reserved.