Best proxy statement (large cap): The Allstate Corporation
The Allstate Corporation was honored for its proxy statement for the comprehensive disclosure of its director qualifications and change-in-control provisions, and how it outlined goal setting for executive pay in the compensation discussion & analysis. The judges said information about goal setting gives investors more to go on in discussions with senior management.
‘Allstate’s chairman and CEO, Thomas Wilson, strives to continuously improve the company’s proxy statement,’ says Deborah Koenen, senior attorney in corporate governance at Allstate. ‘We work to provide transparent disclosures that are thoughtful, balanced and responsive to shareholder feedback. We are very open to suggestions for improvements in the proxy.’
In the 2015 proxy statement, the insurance company included a calendar of its incentive design and goal-setting process. ‘That was put in because investors wanted more insight into our process,’ Koenen says. ‘As a result of this additional disclosure, our investors were much more informed in subsequent discussions, which created more engaged and thoughtful conversations around our incentive programs.’
Since holding its annual shareholders meeting in May, Allstate has received very positive feedback on its proxy, with investors expressing their approval of the level of transparency in disclosure. ‘They’ve also mentioned the disclosure around our evaluation process for directors and they appreciate the comprehensive director bios we’ve included,’ Koenen adds.
Another new feature is a summary of Allstate’s shareholder engagement efforts. ‘We have a robust shareholder engagement program,’ Koenen explains. ‘We talk to [owners of] approximately one third of Allstate’s outstanding shares about three times a year. Our new disclosures depict our comprehensive annual process in an easy-to-read graphic format.’
The CEO is involved in all of these discussions, which are generally conducted by phone. While board members are typically not involved, they are available at the request of a shareholder or to the extent it would be meaningful for the discussion. This practice is reflected in the firm’s governance guidelines, which require the lead director be made available for communication with significant shareholders on matters of broad corporate policy or practice when appropriate.
Allstate consistently tries to improve its SEC disclosures to make them more transparent. Beyond the proxy disclosures, in the wake of General Electric’s new approach to its 10K filing, Koenen says ‘there has definitely been discussion around the GE template. I’m not sure to what extent that will be reflected in next year’s 10K [from us], but we’re always considering enhancements to our disclosures.’
