Governance Matters Podcast

Many companies’ proxy statements have evolved in recent years from a simple compliance document in line with SEC requirements to become a key tool in communicating with shareholders and other stakeholders and sharing the corporate narrative. The range of both the topics covered and the stylistic methods by which disclosures are made have expanded beyond what most professionals would have anticipated.

Although the 2024 proxy season closed just a few months ago, many governance teams are or will soon be gearing up to prepare their 2025 proxy statements. With that in mind, Governance Intelligence’s podcast Governance Matters this month hears from Ron Schneider, director of corporate governance services for Donnelley Financial Solutions, who is a leading expert in the field.

Schneider explains how proxy statements have progressed and how companies are approaching disclosures in those documents around board oversight of AI and cyber-security. He also discusses whether the term ‘ESG’ is being used less frequently as pressure rises against the concept in some quarters, why more smaller companies are making greater efforts with their proxy statements and what governance teams should be considering as they work on their 2025 documents.

‘I think companies should consider [the proxy statement] more of a board document than a company document even though it comes from the company. It's a company filing requirement,’ Schneider says. ‘But if you look at the content it's not just [about] the board in terms of the election of directors. It's board oversight of just about everything. It's board competencies, board refreshment, board diversity. [Investor] engagement increasingly involves members of the board and ultimately directors are the first line of accountability for shareholders.’

The Governance Matters podcast from Governance Intelligence provides listeners with insight into cutting-edge issues of the day for corporate secretaries, general counsel and other governance professionals. The series looks at how the roles of governance professionals and the board – as well as the landscape in which they operate – are evolving.

From ESG and entity management to shareholder engagement, regulation and technology, hear from governance experts and leading advisers about the latest public company governance matters.

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