As corporate governance professionals prepare proxy statements, plan for annual meetings, assess boards, and take a closer look at environmental, social and governance (ESG) issues, it’s important to ensure seamless collaboration, evaluation and reporting. There are different tools that help bring value to corporate secretaries, board members and executive leaders in supporting these responsibilities.
A board portal, like Nasdaq Boardvantage®, helps streamline corporate governance processes, boost productivity, and improve meeting effectiveness. It is a central location to reference historic meeting materials, like committee charters, bylaws and certificates, strategic plans and financial reports, and to extract data and information about the success of directors in fulfilling their fiduciary roles.
Moreover, a board portal can host information, including executive compensation, supporting easy facilitation of its disclosure in the company’s annual proxy statement. This is an important function as executive compensation may become a bigger focus for institutional investors in 2021. In its updated proxy voting guidelines, Institutional Shareholder Services (ISS) included a specific request to provide shareholders with clear write-ups on compensation disclosures.1
Additionally, boards can leverage a board portal as a tool to help support internal processes, which may include accessing saved documents in response to requests to produce information for litigation, mergers and acquisitions (M&A), or activism in the company.
Directors’ & Officers’ (D&O) Questionnaires
D&O questionnaires record directors’ history, independence, and conflicts of interest during their time at the company. Corporate governance professionals are responsible for the facilitation of the board’s success and owning the D&O questionnaire process is part of that.
Digital D&O questionnaires, such as those facilitated through Nasdaq, help simplify the process for corporate governance professionals, offering a cost and resource effective alternative to paper-based questionnaires. Plus, summary reports help compare directors’ responses and streamline corporate disclosure processes.
Board evaluations help turn director feedback into strategic action and identify growth opportunities for companies by using results to build an action plan for the following year. Evaluation questions often require adjustments each year in response to current events and changes in society.
Board conversations that could arise from a board evaluation include reviewing individual director preparedness and participation in board meetings, reviewing executive compensation decisions, obtaining greater understanding of the company’s diversity initiatives, and charting plans to address shareholder feedback on proxy proposals.
U.S. board evaluations may eventually follow in the footsteps of the European market model, which has an expanded focus on ESG issues—especially on environmental, which speaks to carbon neutrality and energy usage, as well as social, which consists of human capital management and diversity, inclusion, and belonging data. In fact, in its CEO’s Letter on Our 2021 Proxy Voting Agenda, State Street Global Advisors said it wanted to see more EEO-1 data in the company’s proxy statements.2 The EEO-1 is a report filed with the Equal Employment Opportunity Commission (EEOC) that categorizes a company’s employment data by ethnicity, gender, and job category.
ESG Reporting & Data Management
ESG has grown to become a global mainstay that has an impact on companies. With a reporting and data management platform, like Nasdaq OneReport, companies can streamline the way they gather, engage, report, and disclose ESG data. Companies can also better navigate the complex series of corporate responsibility frameworks, share data with agencies and stakeholders, and package it for the proxy statement.
Having one go-to platform for ESG reporting processes may benefit companies as more and more investors start to place importance on sustainability. In Larry Fink’s 2021 letter to CEOs, the BlackRock CEO specifically asked companies to start disclosing a plan for how their business models will arrange for a net-zero economy. He also noted that companies with a long-term strategy and clear plan to address the transition to net-zero, will distinguish themselves with their stakeholders.3
These tools can help support corporate governance professionals as they navigate emerging governance trends.
The views and opinions expressed herein are the views and opinions of the author and do not necessarily reflect those of Nasdaq, Inc.
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