Corporate Governance

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.