Shearman And Sterling

Board Diversity and the Skills Matrix

September 24, 2018

Board Diversity and the Skills Matrix


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In September 2017, the New York City Comptroller (NYCC) launched the Boardroom Accountability Project 2.0 – an initiative that was designed to put pressure on large public companies to “refresh” their boards to make them “more diverse, independent and climate-competent.”

The initial phase of the Boardroom Accountability Project, launched in 2014, focused on bringing proxy access to the mainstream, and, coupled with significant support from other institutional investors, fueled the dramatic increase in the adoption of proxy access by-laws over the last three years. The second phase, which focused on those companies that had adopted (or will soon adopt) proxy access, was designed to use the threat of proxy access to force companies to engage in a discussion on board diversity.

In connection with the second phase, the NYCC sent letters to the chairs of the nominating and governance committees of 151 U.S. public companies asking them to:

Boardroom Accountability Project 2.0

  • Provide the NYCC with enhanced disclosure in the proxy outlining each director’s race/ethnicity, gender and sexual orientation, along with each director’s skills and experience in a matrix format
  • Engage in a discussion directly with the NYCC on board refreshment, including reviewing the company’s director matrix
  • Facilitate the NYCC’s involvement in the board’s process to identify potential director candidates

Read this section of the 2018 Corporate Governance Survey.

Authors and Contributors

Lona Nallengara


Capital Markets

+1 212 848 8414

+1 212 848 8414

New York