SHEARMAN & STERLING RELEASES ITS ANNUAL CORPORATE GOVERNANCE & EXECUTIVE COMPENSATION SURVEY HIGHLIGHTING KEY TRENDS AND REGULATORY DEVELOPMENTS

Survey of the Top 100 Companies shows a 25% increase in directors with cybersecurity experience and a notable increase in the Top 100 Companies choosing to disclose director-specific diversity information.

NEW YORK – December 7, 2023 – Global law firm Shearman & Sterling today released its annual Corporate Governance & Executive Compensation Survey. Now in its 21st edition, the survey provides a review of key corporate governance trends, along with a comprehensive examination of the corporate governance and executive compensation practices of 100 of the largest U.S. public companies.

The annual survey tracks the impact of changing practices, trends and regulatory developments on key areas of corporate governance and executive compensation. Given the breadth of data collected by the survey, the report can serve as a benchmark for public company directors and executives to assess their governance practices.

“The importance of effective corporate governance continues to grow as directors, executives and corporate secretaries contend with the growing importance of technological advancements, such as AI and the climate change,” said Gillian Emmett Moldowan, partner at Shearman & Sterling. “The increased focus on regulation and disclosures make understanding and implementing governance best practices vitally important to boards and the companies they serve.”

Key major finding and research areas from this year’s report include:

• Cybersecurity: 25% increase in the number of Top 100 Companies with a director specifically identified as having cybersecurity experience; 70 companies compared to 56 in 2022.
• Board Diversity: 42% jump in the number of Top 100 Companies to disclose director-specific diversity information; increased to 61 companies from 43 in 2022.
• Women in the Boardroom: The percentage of the total number of board seats at the Top 100 Companies held by women remained flat at 34% in 2023, and the number of boards of the Top 100 Companies led by a chair that is a woman dropped from 15 to 11 in 2023, but more than 80% of the Top 100 Companies have a board with more than 25% woman directors.

This year’s Survey also provides practical insights and actionable guidance on the impact of regulatory shifts, such as new SEC-mandated disclosures in several new areas related to boards and company executives, including articles that examine:

• Leveraging the Broad Potential of Artificial Intelligence While Mitigating the Risks – Guideposts for companies eager to understand the evolving impact of AI on risk management and board oversight.
• SEC Demands Stronger Disclosure Controls in Recent Enforcement Actions – A review of a new aggressive stance from the SEC that has real implications on how companies should be thinking about how to enhance disclosure controls.
• Executive Officer Departures: Is Your Disclosure Adequate? – Disclosure practices when an executive leaves a public company in light of SEC’s focus on disclosure requirements and the role of the board.
• The SVB Fallout: Banks Face Heightened Corporate Governance and Risk Management Scrutiny – A deep dive into regulatory response related to corporate governance and risk management in the wake of the failures of Silicon Valley Bank, Signature Bank and First Republic Bank.

Read Shearman & Sterling’s 21st Annual Corporate Governance & Executive Compensation Survey.

The firm’s Public Company Advisory practice provides sophisticated corporate and securities law advice to a wide range of public company clients in major industries among both domestic and foreign private issuers.

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