What's happening at the top 100.

PositionBOARD SURVEY

Ed. Note: Each year Shearman & Sterling surveys board governance practices at the 100 largest U.S. public companies (determined by revenue and market capitalization). The law firm's 2015 Corporate Governance & Executive Compensation Survey, released in October, examines some of the most important governance and executive compensation practices facing boards today. Highlights from the survey follow.

The 2015 proxy season was a year of continued evolution in the areas of corporate governance and compensation practices. Shareholder activism intensified, as more companies were the targets of activist campaigns and were forced to vociferously engage with shareholders. Key 2015 shareholder activism findings include:

* Of the 8 activist situations at the Top 100 Companies, 4 focused on M&A/spinoff transactions, 3 sought to return cash to shareholders or reduce expenses and 1 sought governance practice reform.

* In 6 of these situations, the activist used a publicly disclosed letter or presentation in the course of its campaign.

Despite increased attention and shareholder pressure on the structure of board leadership, CEOs at 63 of the Top 100 companies also served as chair of the board.

Proxy Access: In addition to the survey of the Top 100 companies, the firm surveyed a set of 122 companies, all of which received a shareholder proxy access proposal, put forth a management proxy access proposal or adopted a proxy access bylaw in 2015. Key findings include:

* Nearly all shareholder proxy access proposals put forth during the 2015 proxy season received significant support, with 89% of these proposals receiving at least a 40% vote in favor.

* 59% of shareholder proxy access proposals passed with an average vote in favor of 54%.

* 37 companies adopted, or committed to adopt, a proxy access bylaw in 2015.

Board Leadership and Diversity: The key board leadership issue--the separation of the offices of CEO and chairman--remains a hot button. The survey found that, despite increased attention and shareholder pressure in this...

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