As proxy statements have evolved from purely legal documents into broader communication tools, the role of visuals, graphics, images and charts has been emphasized – but with varying degrees of success. Some proxy statements still read as stodgy documents, full of legalese, while others may look flashy but offer little substance.
For governance teams looking to strike the right balance, The Allstate Corporation’s proxy statement is a useful reference. ‘We use graphics in a very intentional manner,’ Deborah Koenen, senior attorney at Allstate, tells Corporate Secretary. ‘They have to be important to the story, otherwise they’re overpowering.’
Koenen’s team makes particularly good use of flow charts throughout the proxy statement to outline a range of different processes, such as a six-point flow chart demonstrating how board directors are nominated and selected – including metrics on how many nominees have been considered since 2011 – and a five-point flow chart that illustrates the board’s strategic, governance and compensation developments over the last five years. In each instance, the chart is clearly labeled, concise and easy to follow.
Investors were keen to know more about the company’s lead independent director, Judith Sprieser, who has served on the board since 1999 and in her current role since 2015. The proxy contains a dedicated section on Sprieser, including a color headshot, a bullet-point list of her relevant qualifications and a paragraph about what the board looks for from a lead independent director.
The proxy statement is equally clear when highlighting the role of each board committee. Presented on a double-page spread, the 2017 proxy lists how many committee meetings were held in 2016, who the committee members are, and a breakdown of their key responsibilities.
Any recent responsibilities taken on by a committee are highlighted with a green arrow reading ‘New’, making it easy to see that the audit committee now retains an independent cyber-security adviser, for example. Each committee’s profile is completed with a color headshot and quote from the committee chair. Details such as these indicate that Allstate’s proxy statement comes from a cohesive board. In another example, the opening letter to shareholders is signed by every director, rather than just the chair and the CEO.
Finally, many of this year’s proxy statement nominees, particularly in the large-cap category, experimented with digital proxies. Koenen says her team made the PDF version of the proxy first and then worked with a third party to create a digital edition. The 2017 digital proxy was an experiment, and Koenen says that in 2018 she hopes to develop a digital version and a PDF version in tandem, to fully realize the potential of both.
This article originally appeared in the Winter issue of Corporate Secretary.
Ben Ashwell
Ben Ashwell is the editor at IR Magazine and Corporate Secretary, covering investor relations, governance, risk and compliance. Prior to this, he was the founder and editor of Executive Talent, the global quarterly magazine from the Association of...
