Blogs

Shearman & Sterling Benchmarks Corporate Governance Practices

By Randi Morrison posted 12-18-2023 05:39 PM

  

Shearman & Sterling's recently released report on its annual "Corporate Governance & Executive Compensation Survey" contains an abundance of benchmarking data for the 100 largest US public companies (listed at the end of the report) based on publicly available resources as of June 1, 2023, as well as a focused review of—and practical guidance—on a number of hot topics, including AI, disclosure control scrutiny and enforcement, and evolving notions of board effectiveness.

The report's deep dive on sustainability disclosure practices is particularly noteworthy in view of the broad stakeholder focus on various sustainability issues. Key benchmarking results include:

  • Nearly all 100 companies issued a CSR report (93 of which issued updated reports for 2022 as of July 24, 2023), most commonly titled “ESG report,” "Sustainability/Environmental Report," or otherwise, and usually in the form of a single “report” (which includes ESG-dedicated websites).
  • Of the 49 companies that issued an updated report in 2023 and that identified a publication date, a plurality published their report after the issuance of their annual report/Form 10-K but before or on the date of their annual shareholders meeting.
  • A majority of companies covered the following topics in their report (in descending order of prevalence): sustainability, diversity, climate change/net zero initiatives, corporate governance, supply chain, community support, employee support, , ethics, human capital management/talent, safety, human rights, privacy and data security, aligning corporate responsibility to long-term strategy, citizenship, and veteran support.
  • Of those CSR reports that identified reporting frameworks/standards, most referenced multiple, as shown here:


  • 64% of companies disclosed having a “Chief Sustainability Officer” or other officer with a similar title.
  • More than half of companies identified ESG factors as among the board’s skill sets in their director skills matrix or narrative in their proxy statement - most commonly, human capital/talent management and development (42 companies) and/or environment/sustainability (42 companies).
  • One quarter of companies referenced climate risk oversight in a committee charter or corporate governance guidelines, while 32 companies referenced HCM oversight.
  • Of the majority of companies that disclosed their oversight structure, boards typically oversee ESG at both the board and committee levels. For those boards whose oversight structure includes a board committee, allocation of responsibility to the Nom/Gov Committee is the most common approach by a wide margin, although nearly half of companies disclosed a dispersed approach (i.e., multiple committees).  
  • More than three-quarters of companies disclosed having set a net zero carbon/GHG emissions target. The majority of the balance disclosed other reduction targets – most commonly 30% - 50% reduction for Scope 1 and 2 and 30% - 40% reduction for Scope 3 GHG emissions. Target dates ranged from 2025+ to 2050 and beyond, with the plurality disclosing 2030 - 2039. Nearly all companies disclosed Scope 1 and 2 emissions and more than 80% disclosed Scope 1, 2, and 3 emissions.

See the release and numerous additional benchmarking resources on our  Board Practices, Annual Meeting/Proxy Statement, Sustainability, and other topic-specific pages.

0 comments
58 views

Permalink