Governance Intelligence’s ‘Governance Playbook: How to make your company’s proxy statement a success’, sponsored by Nasdaq Governance Solutions, provides expert insights from governance professionals at companies with leading-edge proxy statements. It presents actionable steps and best practices for corporate secretaries seeking to produce successful proxy statements that communicate effectively with investors and underline their companies’ corporate governance achievements.
Key findings
- Companies are using the proxy statement not just to meet SEC requirements but also, increasingly, as an important tool for communicating with shareholders and other stakeholders.
- Shareholder engagement is a key part of getting the information governance teams need to prepare a successful proxy statement by identifying disclosures investors are interested in and potential concerns.
- Investor interest has in recent years led to many companies expanding proxy statement disclosures in areas such as board oversight of risk, board composition, board committee duties, director biographies, CD&As, human capital management and diversity, equity & inclusion.
- It is important to keep track of regulatory changes, such as the SEC’s new cyber-security rules, as well as guidance on proxy statement disclosures.
- Graphics and other non-text design elements are helpful in conveying detailed information in a clear and concise manner but they can be overused.
- The corporate secretary’s office must keep a ‘close hold of the pen’ when it comes to drafting the proxy statement, although input from other corporate functions and the board is necessary.
- The degree to which a proxy statement is successful can be gauged from voting at the AGM, investor feedback and proxy advisers’ feedback, among other things.
