DIRECTORS & BOARDS 2013 proxy survey: a greater calm prevailed in 2012, but directors are not resting as hot issues still bubble, including say on pay, shareholder engagement, and regulatory and tax burdens.

• Author: Shaw, David
• Position: 2012 PROXY SURVEY

IMPROVING STOCK PRICES and further distance from the scandals which begat Dodd-Frank made for a relatively calm proxy season in 2012, and a continued expectation of calm in 2013, though there remains significant concern about economic and regulatory expectations given the results of the U.S. national election, which was held during the time this year's survey was being conducted.

Nearly four in 10 companies represented by the directors responding to our survey reported stock price growth of more than 5% in the past year. The number of directors reporting that their proposed slate of directors was not re-elected in its entirety dropped from 11% in 2011 to 3% in 2012. Company-offered proxy proposals that didn't pass also dropped from a little over 11% to 5%.

ABOUT THE RESPONDENTS (Multiple responses allowed A director of a publicly held company 51% A director of a privately held company 45% A director of a nonprofit entity 47% Corporate secretary 9% General counsel 4% A senior-level executive (CEO, CFO, Cx0) of a publicly held company 4% A senior-level executive (CEO, CFO, Cx0) of a privately held company 24% A senior-level executive (CEO, CFO, Cx0) of a nonprofit 2% Institutional shareholder 6% Other shareholder 19% Academic 7% Auditor, consultant, board advisor 11% Attorney 5% Investor relations professional/officer 5% Other 6% REVENUES (For the primary company of the respondent) Average revenues $3 billion Less than $250 million 37% $251 million-$500 million 10% $501 million to $999 million 10% $1 billion to $10 billion 27% More than $10 billion 16% BOARD SERVICE (Average number of boards respondents serve) Public 1 Private 2 Charitable 2 RESPONDENTS' AGE Average age 60 30-39 years old 1% 40-49 years old 10% 50-59 years old 30% 60-69 years old 39% 70 years or older 20% The number of respondents reporting the election of a director(s) or adoption of a shareholder proposal not recommended by the company for approval declined from 11.5% to 3%. And for the more than half of respondents whose companies held a say on pay vote last year, none were rejected.

That's not to say that directors are resting on the say on pay issue. "We continue to monitor pay for performance alignment," noted one director. "We want to assure best practices in corporate governance." Another respondent said, "We continue to review the design of our compensation programs to ensure they're in alignment with our shareholder interests."

Many directors emphasized their...