Updating risk factors in form 10 q
For example, Black Rock has publicly stated that it expects to see at least two women directors on every board, indicating that it may vote against nominating/governance committee members if it believes that a company has not accounted for diversity in its board composition.
State Street Global Advisors (SSGA) advised that it will vote against the chair of the nominating and/or governance committee or board leader of companies that fail to take action to increase the number of women on their board of directors and reported that by early March 2018 it had voted against more than 500 companies for failure to demonstrate progress on board diversity.
Of course, constituencies in addition to investors are interested in pay ratio disclosures, including a company’s employees.
Some consumers, governmental authorities, politicians and media outlets are also paying attention to pay ratio disclosures.
The pay ratio disclosure rule requires a brief, nontechnical overview of the methodology used to identify the median employee and any material assumptions, adjustments or estimates used to identify the median employee.
Also, companies have generally preferred to avoid placing pay ratio disclosure in the compensation discussion and analysis (CD&A) section of the proxy statement since compensation committee members must address the CD&A in the compensation committee report that is included in the proxy statement.
Board diversity, especially with respect to women and minorities serving as directors, is an issue that has garnered a growing amount of attention in the corporate governance arena New York City Comptroller Scott M. Companies are allowed to identify the median employee based on any consistently applied compensation measure, such as compensation amounts reported in their tax and/or payroll records. This post highlights issues of importance to the upcoming 2019 proxy season, including: The SEC’s pay ratio disclosure rule gives companies flexibility to select a method for identifying the median employee that is appropriate to the size and structure of their businesses and compensation programs.As has been the case in prior years, most companies had successful say-on-pay votes in 2018.According to the Semler Brossy report, through early July 2018, only 2.6 percent of Russell 3000 companies failed their say-on-pay votes during the 2018 proxy season.