Proxy Statement Questionnaire

This questionnaire can help directors ensure that the proxy statement effectively discloses the firm’s approach to governance matters on which shareholders will vote.

Election of Directors

 This section of the proxy statement covers the slate of directors recommended by the board.

• How compelling is our description of the qualifications and skills of all director candidates?
• Do these disclosures show our board’s commitment to the value of diversity?
• How do our disclosures make it clear that the nominating committee carefully considered recommendations from shareholders?

Ratification of the Audit Firm (and Audit Committee Report)

This section of the proxy statement explains how the audit committee ratifies the audit firm and conducts other business.

• Do our disclosures convey the care we take to assess audit firm quality?
• If we have used the same independent audit firm for more than five years, how do our disclosures explain the value of continuity?
• Does our audit committee report reflect the full extent of our work—not only audit firm ratification but also our oversight of financial reporting, internal controls, internal audit, risk, and compliance (unless assigned to another independent committee)?