Ernst & Young just published its 2011 Proxy Season Report that features highlights and implications for the coming year. E&Y found the top five proxy season results to be:
Advisory votes on pay receive high support from shareholders in the first year of mandatory say-on-pay
Director opposition votes decline
Issue-shareholder engagement moves to a new level
Trends continue for implementation of greater accountability measures at the board level and elimination of barriers for shareholders to push change
Voting support demonstrates the growing value shareholders place on social and environmental issues
Overall the 2011 proxy season brought about significant changes to the governance landscape. Investors gained more rights through the Dodd-Frank Wall Street Reform and Consumer Protection Act. The ability to directly vote on executive pay practices and issue more frequent say-on-pay proposals provides investors with new avenues to express their opinions and views on executive pay. These new rights have also opened the door to better dialogue between issuers and shareholders.
These changes also imply that boards will feel increased pressure to keep up with trends and respond to results. Investors are expected to closely follow management responses to votes on say-on-pay proposals that receive strong support. Investors are more focused on the make-up of the board as well, with regard to gender, race and age. Boards will be challenged to defend their decisions on strategic objectives going forward, and analyze how executive compensation impacts long-term strategy and risk.
Two other interesting results from the 2011 Proxy Season include;
Proposals to appoint an independent board chair received average support and has not increased much over the years and may indicate investors believe boards should have discretion over their formation.
Proposals for diversity on boards has one of the fastest growth rates over the years and may indicate shareholders’ desire for more input on board makeup.
Support for corporate responsibility proposals also continues to grow.
Statement from the most senior decision-maker of the organization about relevance of sustainability to the organization and the organization’s strategy for addressing sustainability
Name of the organization
Primary brands, products, and services
Location of organization’s headquarters
Number of countries where the organization operates, and names of countries with significant operations or that are specifically relevant to the sustainability topics covered in the report
Nature of ownership and legal form
Scale of the reporting organization
Total workforce by employment type, employment contract, and region, broken down by gender
Percentage of total employees covered by collective bargaining agreements
Description of the organization’s supply chain
Significant changes during the reporting period regarding organization's size, structure, ownership, or supply chain
Whether and how the precautionary approach or principle is addressed by the organization
Externally developed economic, environmental, and social charters, principles, or other initiatives to which the organization subscribes or endorses
Memberships in associations and/or national/international advocacy organizations
Entities included in the organization consolidated financial and nonfinancial reports
Process for defining report content
Material aspects identified in the process for defining report content
For each material aspect, the aspect boundary within the organization
For each material aspect, the aspect boundary outside the organization
Explanation of the effect of and reasons for any restatements of information provided in earlier reports
Significant changes from previous reporting periods in the scope and aspect boundaries
List of stakeholder groups engaged by the organization
The basis for identification and selection of stakeholders with whom to engage
The organization’s approach to stakeholder engagement, including frequency of engagement by type and by stakeholder group, and an indication of whether any of the engagement was undertaken specifically as part of the report preparation process
Key topics and concerns that have been raised through stakeholder engagement, and how the organization has responded to those key topics and concerns, including through its reporting. Report the stakeholder groups that raised each of the key topics and concerns
Date of most recent previous report
Contact point for questions regarding the report or its contents
‘In accordance’ option and GRI Content Index
Policy and current practice with regard to seeking external assurance for the report
Governance structure of organization, including committees of the highest governance body
The organization’s values, principles, standards, and norms of behavior such as codes of conduct and codes of ethics
Disclosure on Management Approach for Aspect
Coverage of the organization’s defined benefit plan obligations.
Financial assistance received from government.
Significant indirect economic impacts, including the extent of impacts.
Total number and rates of new employee hires and employee turnover by age group, gender and region.
Average hours of training per year per employee, by gender and by employee category.
Percentage of employees receiving regular performance and career development reviews, by gender and by employee category.