Board diversity a key theme for US 2017 proxy season

Board diversity and gender pay equity were key themes for the 2017 proxy season in the US, according to the annual review by the EY Center for Board Matters.

The report noted that this year’s proxy season was notable for the launch of the US stewardship code in February and the emergence of proxy access as standard practice across large companies.

The report’s authors said: “These developments unite many leading investors behind common
governance and stewardship principles and encourage other investors to take a more active approach to stewardship responsibilities. They also grant investors more influence over
the companies they own.”

US 2017 proxy season board diversity

US investors are concerned boardroom diversity

Using information from discussions with directors and investors as well as the EY Center for Board Matters database the report suggested that investors and boards recognise diversity as a critical element to enhancing board effectiveness and corporate talent agendas.

US companies and their shareholders are also taking environmental sustainability more seriously with many investors viewing companies’ approaches to climate risk management through the lens of long-term value creation, the report stated.

Other issues being raised by investors are unequal shareholder voting structures and the introduction of virtual shareholder meetings. Despite these concerns the report concludes that there continues to be an improvement in investor communications by companies.

The report noted that as the US 2017 proxy season concluded the future of shareholder resolutions was uncertain with Congress considering changes that would sharply curb the ability of investors to put forward their proposal. Currently the authors said shareholder resolutions continued to play a leading role in shaping the governance landscape and highlighting both longstanding and emerging areas of focus for a number of investors in the US.

The report stated that the EY Center for Board Matters tracked more than 850 shareholder resolutions submitted for meetings up until June 30, 2017, which is around the same level as it had tracked over the same period last year. While proxy access proposals were the most submitted proposal topic for the third year running, proposals on environmental and social topics account for the largest category of proposals submitted, at 49% of the total, up from 41% in 2016 and 43% in 2015.

The report stated that the dominance of these topics was largely driven by proposals related to environmental sustainability which accounted for 14% of all shareholder proposal topics submitted, corporate lobbying and political spending, and pay inequality and other corporate diversity topics.

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