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1. Which, if any, of the following corporate governance
regulations in the Dodd‐Frank Reform Act will ultimately most
i
improve governance (and subsequently shareholder value) in
( d b tl h h ld l )i
company boardrooms?
1 Mandatory Say‐on‐Pay
1. M d t S P
11%
2 Proxy Access Requirements
2. Proxy Access Requirements
11%
3. Executive Compensation Clawback Provisions
18%
4. SEC Financial Incentives to Whistleblowers
1%
5. None of the above
59%
2. Which, if any, of the following corporate governance
regulations in the Dodd‐Frank Reform Act will ultimately prove to
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be the most detrimental, long‐term, to improving governance in
td t i t l l t t i i i
the boardroom and enhancing shareholder value?
1 Mandatory Say‐on‐Pay
1. Mandatory Say on Pay
9%
2. Proxy Access Requirements
17%
3. Executive Compensation Clawback Provisions
2%
4. SEC Financial Incentives to Whistleblowers
67%
5 None of the above
5. None of the above
5%
3. Which of the following statements best reflects
your views on the accountability of the board when
your views on the accountability of the board when
a violation of compliance occurs under their watch?
1. It is impossible for a board to oversee all compliance issues in
today's world and investors should understand that.
22%
2. Boards can still influence the culture and actions of a
company and, along with management, must be held
company and, along with management, must be held
accountable for compliance violations that result in
investigations or charges against the organization.
78%
4. In the last several years we have witnessed more than a few
occasions where companies and boards were unprepared to
handle a crisis that ended up severely impacting the company’s
handle a crisis that ended up severely impacting the company’s
bottom line and, more importantly, their reputation. Has your
board developed a crisis management plan that you are
satisfied will help prevent your organization from becoming a
victim of not being prepared for an unexpected incident in the
future?
1. Yes
42%
2 No
2.
58%
5. Majority voting, elimination of brokerage discretionary
voting in director elections, and potential proxy access have
increased the voting influence of institutional investors and
proxy advisory firms. Will this impact on director elections
result in more effective boards and enhanced shareholder
value?
1 Yes
1.
15%
2 No
2.
63%
3 Undecided
3. U d id d
22%
6. Do you think that ISS’s exit from requiring director
education as part of its board evaluation process will
d i fi b d l i ill
cause some of your fellow directors to stop attending
continuing board education programs?
continuing board education programs?
1 Yes
1.
46%
2. No
54%
7. Will proxy access, combined with all of the
new governance reform, disclosure and other
f di l d th
regulations make it less desirable for qualified
directors to serve on board?
directors to serve on board?
1 Yes
1.
67%
2. No
33%
8. Several UK institutional investors are embroiled in a
d b
debate on whether or not annual board elections are
h h lb d l i
too distracting to the boards' duties of enhancing
shareholder value A valid debate or a waste of time?
shareholder value. A valid debate or a waste of time?
1 Valid debate
1. Valid debate
41%
2. A waste of time
59%
9. Does your organization believe that Environmental,
S i l dG
Social and Governance (ES&G) factors can have a
(ES&G) f h
significant impact on shareholder value in the long‐
term?
1 Yes
1.
79%
2. No
21%
10. Pursuant to new SEC disclosure rules that went into effect
in February companies are required to explain their rationale
in February, companies are required to explain their rationale
for appointing a non‐independent chair or combining the roles
of Chairman and CEO. Should the head of management
concurrently be the head of the board (chair) that represents
shareholders' interests?
1. Yes
30%
2 No
2.
70%