Key Takeaways from the 2019 Proxy Season

August 9, 2019

The Ernst & Young Center for Board Matters recently published a report on the 2019 proxy season, highlighting five key takeaways and offering related questions for boards to consider.

Key Takeaways

  • Gender diversity on boards continues to accelerate, with women joining boards at a record pace and all-male boards nearly disappearing among large companies.
  • Disclosure of racial and ethnic diversity on boards is on the rise, with close to half of Fortune 100 companies providing such disclosure in 2019, up from 23 percent in 2016.
  • Companies are voluntarily adding proxy disclosures highlighting corporate sustainability and citizenship, reflecting a broader shift away from “shareholder capitalism” to “stakeholder capitalism.”
  • Director involvement in investor engagement efforts continues to increase, with more than half of Fortune 100 companies reporting such involvement in 2019, up from 29 percent in 2016.
  • The shareholder proposal landscape continues to evolve, with environmental and social shareholder proposals gaining traction.

Questions for Boards to Consider

  • What is the board doing to proactively increase the diversity of its members? How is it communicating these efforts to shareholders?
  • How does the proxy statement showcase the board’s diversity and demonstrate the value placed on diversity?
  • Are there opportunities to highlight the company’s efforts in the areas of corporate sustainability and citizenship?
  • How is the board overseeing environmental and social risk and value drivers? Are those considerations integrated into long-term strategy — and is the company communicating that effectively to stakeholders?
  • How is the company innovating its investor outreach program to maximize the value of those efforts and be responsive to investor feedback?

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