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Governance Practices & Trends; Proxy Season Overview

By Randi Morrison posted 08-02-2021 10:37 PM

  

In addition to a robust summary of shareholder proposal activity, “An overview of trends from the 2021 proxy season” from Freshfields includes a wealth of information on board practices as they relate to ongoing and trending investor focus areas that include board oversight structure, composition, and refreshment, board and management diversity, and executive and director compensation, as well as relevant regulatory and other developments, and proxy advisor and major institutional investor policies and positions on director and workforce diversity/DEI, climate, overboarding, and other key topics.

The firm identifies these key proxy season takeaways:

  • Investors are demonstrating an increased willingness to vote against directors and management proposals if companies do not conform to their expectations.
  • Shareholder proposals continue to reflect general societal trends and considerations, including racial justice, equal opportunity, worker and human rights, and political issues.
  • Director and workforce diversity considerations continue to be top of mind for investors and other stakeholders, including via shareholder proposals seeking diversity-related reporting and commitments.
  • Environmental and social issues continue to gain traction and attention.
  • COVID-19-prompted impacts include say-on-pay and compensation reviews, human rights proposals, health and safety responses to the pandemic, and a focus on human capital considerations.
  • Governance proposals continue to be a significant driver of new proposals.
The report is replete with colorful graphics and other visual features that promote suitability for inclusion in a management or boardroom presentation on these governance trends and other topics.
   
                  This post first appeared in the weekly Society Alert!
                      
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