We have assembled a comprehensive set of data on corporate governance and risk oversight practices—an invaluable resource for legal advisors assisting boards of directors in their performance assessment, recruitment, and refreshment efforts.


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BOARD ORGANIZATION

  • Board size.

  • Board meetings, executive sessions and attendance policies.

  • Board leadership, including:

    • Policy on CEO/Chairman separation (combination).

    • Separation (combination) rationale disclosure.

    • Policy on Lead (or Presiding) director.

    • Lead (or Presiding) director duties.

  • Board committees, including:

    • Committee size and meetings.

    • Responsibility for committee member (and chair) appointment.

    • Term limits and policy on committee member (and chair) rotation.

  • Board performance assessment, including:

    • Assessment type (full-board, committee-level, individual).

    • Independent third-party assessor.

BOARD MEMBER PROFILE

  • Age, gender and ethnicity.

  • Country of birth and U.S. citizenship.

  • Education.

  • Tenure.

  • Qualifications and skills.

  • Independence, including:

    • Employment with the company.

    • Former employment.

    • Family affiliations with employees.

    • Affiliations with service providers.

  • Board leadership service.

  • Board committee service.

  • Service on other public company boards.

  • Service on for-profit, private company boards.

  • Service on not-for-profit company boards.

CEO (NEO) PROFILE

  • Age, gender and ethnicity.

  • Country of birth and U.S. citizenship.

  • Education.

  • Tenure.

  • Appointment announcement date.

  • Placement type.

  • CEO service on board of directors, including:

    • Joint election of CEO and board chairman.

    • Board retention of departing CEO.

  • Interim CEO service.

DIRECTOR ELECTION

  • Voting standard for director election (majority, plurality, resignation policies).

  • Changes to board size and policies on filling new seats.

  • Removal of directors, including:

    • Circumstances for removal of directors by shareholders.

    • Supermajority vote requirements to remove directors, and required threshold.

    • Filling of vacancies due to removal.

  • Proxy access bylaws, including:

    • Year of adoption.

    • First- and second tier terms, including:

      • Percent ownership.

      • Holding period.

      • Percent of board eligible.

      • Maximum number of aggregated shareholders.

  • Director search practices.

SHAREHOLDER ENGAGEMENT

  • Frequency of shareholder engagement.

  • Reasons for shareholder engagement.

  • Engagement topics.

  • Extent of engagement (number of shareholders, percent of outstanding shares held).

  • Actions in response to engagement.

  • Board involvement in shareholder engagement, including stated leadership of board-shareholder engagement process.

ANTI-TAKEOVER POLICIES

  • Dual or multiple-class stock.

  • Blank-check preferred stock.

  • Charter and bylaw amendment rules, including:

    • Supermajority vote requirements for charter and bylaws amendments by shareholders, and required threshold.

    • Bylaws amendments by the board.

  • Classified board structures, including:

    • Classified term length.

    • Source of classification provisions.

    • Removal of classified board members without cause.

  • Advance notice provisions, including:

    • Advance notice time window.

    • Advance notice time period.

    • Parameters to which period is tied.

    • Informational requirements.

  • Poison pills, including:

    • Pills in force.

    • Features (flip-in/flip-over, chewable permitted offers, dead-hand, adverse person, and TIDE provisions).

    • Adoption date.

    • Expiration date.

    • Trigger threshold percentage.

    • Exercise price.

    • Rights per old share.

    • New shares per right.

    • Name of issuing stock.

    • Shareholder approval and fiduciary-out provisions.

  • NOL poison pills.

  • Limitations to other shareholder rights, including:

    • Right to call special shareholder meetings (ownership threshold and restrictions).

    • Action by written consent (procedural consent bylaws).

  • Election to opt-out of anti-takeover statute.

RETIREMENT POLICIES

  • Mandatory director retirement policy, including:

    • Age limit.

    • Tenure/term limit.

    • Length of term.

  • Director resignation policy for cessation of CEO employment.

  • Policy on mandatory director resignation for change in job responsibilities.

OVERBOARDING POLICY

  • Director overboarding policy.

  • CEO overboarding policy.

  • New directorship notification requirement.

  • New directorship pre-approval requirement.

OTHER BOARD POLICIES

  • Skill matrix disclosure.

  • Exclusive forum (forum selection) bylaws.

  • Board access to outside advisors.

  • Policy on director orientation and continuing education.

  • Director indemnification policy.

  • Policy on advancement of legal fees.

  • Limitation on director liability.

  • Diversity policy for director nomination process.

  • Eligibility to matching gift program.

  • Code of Conduct for directors.

EXECUTIVE COMP OVERSIGHT

  • Financials-related clawback policies, including:

    • Source.

    • Covered persons.

    • Extension of coverage to former employees or executives.

    • Triggers.

    • Compensation subject to clawback.

    • Coverage time period.

    • Enforcement discretion and body.

  • Detrimental-conduct clawback policy

  • Severance benefits, including:

    • Source.

    • Eligibility.

    • Triggers.

    • Severance cap.

    • “Pay” definition under severance policy for CEO.

    • “Pay” multiple for CEO severance calculation.

  • Change-in-control (CIC) arrangements, including:

    • CIC severance benefits.

    • CIC accelerated vesting of equity awards.

    • Golden parachute excise tax provisions.

  • Stock ownership guidelines, including:

    • Compliance disclosure.

    • Covered persons.

    • Guideline design type (e.g. multiple of base salary, specific no. of shares).

    • Interim stock ownership requirements.

    • Ownership definition and exclusions from definition.

    • Compliance window (accumulated period).

  • Stock retention policies, including:

    • Covered persons.

    • Retention requirements for executives.

    • Duration of retention periods.

  • Compensation peer-group disclosure, including:

    • No. of companies in peer group.

    • Features used in peer-group composition.

  • Services by compensation consultants, including:

    • Aggregate fee for compensation-related services.

    • Aggregate fee for additional services.

  • Relationship between compensation and risk, including:

    • Disclosure source.

    • Measure to mitigate compensation-related risk.

DIRECTOR COMP OVERSIGHT

  • Stock ownership guidelines, including:

    • Compliance disclosure.

    • Covered persons.

    • Guideline design type and cash retainer multiple.

    • Interim stock ownership requirements.

    • Ownership definition and exclusions from definition.

    • Compliance window.

  • Stock retention policies, including:

    • Covered persons.

    • Retention requirement.

    • Duration of retention period.

  • Golden leash policies, including:

    • Policy prohibiting third-party compensation arrangements.

    • Policy requiring disclosure of third-party compensation arrangements.

  • Shareholder approval of director compensation.

  • Cap to director compensation.

  • Director travel expense reimbursement policy.

  • Director use of corporate aircraft.