November 14, 2022
Global law firm Shearman & Sterling released the 20th edition of its annual Corporate Governance & Executive Compensation Survey which examines the corporate governance and compensation practices of 100 of the largest U.S. public companies listed on the NYSE and Nasdaq. Shearman & Sterling has been chronicling developments in corporate governance and executive compensation matters since 2003.
While shareholders and boards continue to wrestle with traditional governance concepts, new challenges have emerged for companies that require additional focus from management and boards of directors. This year’s survey found that amid the continued increased calls for transparency by shareholders and other stakeholders and evolving disclosure requirements related to environmental, social and governance (ESG) matters, companies have shifted their focus and commitments in stride. From the increased attention on the board agenda, to the rise of ESG officers to setting climate-related targets and goals, companies are making significant changes to chart a course to respond to the demands presented by a growing number of stakeholders.
As with past years, Shearman & Sterling's survey explores key issues including human capital management; diversity and inclusion (D&I) practices; ESG metrics; cybersecurity and risk management; governance practices of newly public companies; compensation clawback policies; CEO pay ratio; and shareholder activism, among others.
Key insights and findings presented in this year’s report include:
Leading up to the release of this report, the SEC has been extremely active. In addition to providing a more in-depth look into these areas, the report provides an overview of the current corporate governance landscape and identifies best practices for boards grappling with these numerous rule proposals.