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Director Skills & Qualifications Disclosures

By Randi Morrison posted 09-26-2018 07:59 PM

  

Argyle's new white paper: "Communicating Board Skills in Light of the NYC Comptroller and NYC Pension Funds National Boardroom Accountability Project Campaign - Version 2.0" reports on the results of its review of the director skills disclosures of the146 of the 151 total companies targeted by the Boardroom Accountability September 2017 board diversity-focused campaign (initially reported on here) that remain listed and have since published a proxy statement. Annex A to the report includes a tabular summary of the skills disclosure practices of each of the 146 companies.

The firm's proxy statement analysis identified these three disclosure types:

  • Language that specifically discussed skills & experience sought by the board in 51% of the proxy statements,
  • Graphic (non-matrix) presentations of the board's collective skills and experience (without attributing specific skills to individual directors) in 24% of the proxy statements, and
  • Skills matrices that explicitly link skills & experience to individual directors in 40% (59 out of 146) of proxy statements. The paper includes the precise language used to describe director skills & experience in each of the 59 skills matrices - grouped by theme (Annex B), and the skills matrices themselves and associated disclosures (Annex C).  

The body of the report also includes what Argyle characterized as notable examples of each of the three types of disclosures. Sample non-matrix skills & experience disclosures that the firm believes were particularly effective are presented in Annex D.

Notably, the firm observes varying company facts and circumstances-specific approaches to disclosure, emphasizing that context is key: "We think the most effective disclosures explain why certain qualifications are identified as important to the particular company, and how those qualifications may have evolved in light of the company's evolving strategy."

          This post first appeared in this week's Society Alert! See also the Society's recently-submitted Corporate Practices Committee-led comment letter on this topic (and others) on ISS's Americas Policy Application Survey (also included in this week's Society Alert), and additional information & resources on our Annual Meeting, Disclosure Reform, Proxy Season 2018 and Institutional Investors pages.

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