As Investors Ramp Up Disclosure Requests, What Should Boards Focus On?

Episode Summary

As investors push for more disclosures and transparency in the boardroom, the nature of proxy disclosure is evolving rapidly. Not only have recent events heightened investor focus on cybersecurity, ESG, and board composition, but brand new areas of disclosure (e.g., CEO pay ratio) will appear on the map in 2018.

In this episode, we welcome back Ron Schneider, Director of Corporate Governance Services for Donnelley Financial Solutions, to discuss what kinds of disclosure boards should be focusing on for the coming year. Not only does Schneider discuss critical trends in proxy content, but he explains how the design and organization of the proxy have become critical storytelling elements.

I think we’re entering the golden age of proxy disclosure in terms of combining content with design—and many companies working proactively to get ahead of investor concerns. So if we have a strong independent board in this environment of activism, [then we’re] telling that story effectively.
— Ron Schneider, Donnelley Financial Solutions

As Schneider explains, investors are placing increasing focus on “the processes”—whether the pay-setting process, the engagement process, the board evaluation process, etc. He explains how the most effective boards have communicated this information to their shareholders, while highlighting several other critical trends for 2018.