We have assembled a comprehensive set of data on corporate governance and risk oversight practices—an invaluable resource for legal advisors assisting boards of directors in their performance assessment, recruitment, and refreshment efforts.

OUR DATA SOLUTIONS

BOARD ORGANIZATION

  • Board size.
  • Board meetings, executive sessions and attendance policies.
  • Board leadership, including:
  • Policy on CEO/Chairman separation (combination).
  • Separation (combination) rationale disclosure.
  • Policy on Lead (or Presiding) director.
  • Lead (or Presiding) director duties.
  • Board committees, including:
  • Committee size and meetings.
  • Responsibility for committee member (and chair) appointment.
  • Term limits and policy on committee member (and chair) rotation.
  • Board performance assessment, including:
  • Assessment type (full-board, committee-level, individual).
  • Independent third-party assessor.

BOARD MEMBER PROFILE

  • Age, gender and ethnicity.
  • Country of birth and U.S. citizenship.
  • Education.
  • Tenure.
  • Qualifications and skills.
  • Independence, including:
  • Employment with the company.
  • Former employment.
  • Family affiliations with employees.
  • Affiliations with service providers.
  • Board leadership service.
  • Board committee service.
  • Service on other public company boards.
  • Service on for-profit, private company boards.
  • Service on not-for-profit company boards.

CEO (NEO) PROFILE

  • Age, gender and ethnicity.
  • Country of birth and U.S. citizenship.
  • Education.
  • Tenure.
  • Appointment announcement date.
  • Placement type.
  • CEO service on board of directors, including:
  • Joint election of CEO and board chairman.
  • Board retention of departing CEO.
  • Interim CEO service.

DIRECTOR ELECTION

  • Voting standard for director election (majority, plurality, resignation policies).
  • Changes to board size and policies on filling new seats.
  • Removal of directors, including:
  • Circumstances for removal of directors by shareholders.
  • Supermajority vote requirements to remove directors, and required threshold.
  • Filling of vacancies due to removal.
  • Proxy access bylaws, including:
  • Year of adoption.
  • First- and second tier terms, including:
  • Percent ownership.
  • Holding period.
  • Percent of board eligible.
  • Maximum number of aggregated shareholders.
  • Director search practices.

SHAREHOLDER ENGAGEMENT

  • Frequency of shareholder engagement.
  • Reasons for shareholder engagement.
  • Engagement topics.
  • Extent of engagement (number of shareholders, percent of outstanding shares held).
  • Actions in response to engagement.
  • Board involvement in shareholder engagement, including stated leadership of board-shareholder engagement process.

ANTI-TAKEOVER POLICIES

  • Dual or multiple-class stock.
  • Blank-check preferred stock.
  • Charter and bylaw amendment rules, including:
  • Supermajority vote requirements for charter and bylaws amendments by shareholders, and required threshold.
  • Bylaws amendments by the board.
  • Classified board structures, including:
  • Classified term length.
  • Source of classification provisions.
  • Removal of classified board members without cause.
  • Advance notice provisions, including:
  • Advance notice time window.
  • Advance notice time period.
  • Parameters to which period is tied.
  • Informational requirements.
  • Poison pills, including:
  • Pills in force.
  • Features (flip-in/flip-over, chewable permitted offers, dead-hand, adverse person, and TIDE provisions).
  • Adoption date.
  • Expiration date.
  • Trigger threshold percentage.
  • Exercise price.
  • Rights per old share.
  • New shares per right.
  • Name of issuing stock.
  • Shareholder approval and fiduciary-out provisions.
  • NOL poison pills.
  • Limitations to other shareholder rights, including:
  • Right to call special shareholder meetings (ownership threshold and restrictions).
  • Action by written consent (procedural consent bylaws).
  • Election to opt-out of anti-takeover statute.

RETIREMENT POLICIES

  • Mandatory director retirement policy, including:
  • Age limit.
  • Tenure/term limit.
  • Length of term.
  • Director resignation policy for cessation of CEO employment.
  • Policy on mandatory director resignation for change in job responsibilities.

OVERBOARDING POLICY

  • Director overboarding policy.
  • CEO overboarding policy.
  • New directorship notification requirement.
  • New directorship pre-approval requirement.

OTHER BOARD POLICIES

  • Skill matrix disclosure.
  • Exclusive forum (forum selection) bylaws.
  • Board access to outside advisors.
  • Policy on director orientation and continuing education.
  • Director indemnification policy.
  • Policy on advancement of legal fees.
  • Limitation on director liability.
  • Diversity policy for director nomination process.
  • Eligibility to matching gift program.
  • Code of Conduct for directors.

EXECUTIVE COMP OVERSIGHT

  • Financials-related clawback policies, including:
  • Source.
  • Covered persons.
  • Extension of coverage to former employees or executives.
  • Triggers.
  • Compensation subject to clawback.
  • Coverage time period.
  • Enforcement discretion and body.
  • Detrimental-conduct clawback policy
  • Severance benefits, including:
  • Source.
  • Eligibility.
  • Triggers.
  • Severance cap.
  • “Pay” definition under severance policy for CEO.
  • “Pay” multiple for CEO severance calculation.
  • Change-in-control (CIC) arrangements, including:
  • CIC severance benefits.
  • CIC accelerated vesting of equity awards.
  • Golden parachute excise tax provisions.
  • Stock ownership guidelines, including:
  • Compliance disclosure.
  • Covered persons.
  • Guideline design type (e.g. multiple of base salary, specific no. of shares).
  • Interim stock ownership requirements.
  • Ownership definition and exclusions from definition.
  • Compliance window (accumulated period).
  • Stock retention policies, including:
  • Covered persons.
  • Retention requirements for executives.
  • Duration of retention periods.
  • Compensation peer-group disclosure, including:
  • No. of companies in peer group.
  • Features used in peer-group composition.
  • Services by compensation consultants, including:
  • Aggregate fee for compensation-related services.
  • Aggregate fee for additional services.
  • Relationship between compensation and risk, including:
  • Disclosure source.
  • Measure to mitigate compensation-related risk.

DIRECTOR COMP OVERSIGHT

  • Stock ownership guidelines, including:
  • Compliance disclosure.
  • Covered persons.
  • Guideline design type and cash retainer multiple.
  • Interim stock ownership requirements.
  • Ownership definition and exclusions from definition.
  • Compliance window.
  • Stock retention policies, including:
  • Covered persons.
  • Retention requirement.
  • Duration of retention period.
  • Golden leash policies, including:
  • Policy prohibiting third-party compensation arrangements.
  • Policy requiring disclosure of third-party compensation arrangements.
  • Shareholder approval of director compensation.
  • Cap to director compensation.
  • Director travel expense reimbursement policy.
  • Director use of corporate aircraft.