Home / All Governance Resources / Boardroom Tools / Using Proxy Disclosure to Increase Boardroom Transparency
Boardroom Tools / Using Proxy Disclosure to Increase Boardroom Transparency

Future of the American Board

Blue Ribbon Commission Reports

Navigating Your Board Career

Boardroom Tool

Using Proxy Disclosure to Increase Boardroom Transparency

By NACD Staff

09/23/2019

Shareholder Engagement Proxy Season Member-Only

Proxy disclosure has moved from bare bones to comprehensive disclosure, and it is now seen as an effective tool to communicate with a large swath of investors. The Compensation Discussion & Analysis has
increased transparency into the executive-pay programs, and now companies are starting to provide a similar window into the boardroom.

HOW TO USE THIS TOOL: When preparing your next proxy, consider using the examples below to help expand your communication with investors and disclose additional insight into board responsibilities, dynamics, and operations.

LEAD INDEPENDENT DIRECTOR'S RESPONSIBILITIES

Macy’s DEF14a, 2019, p. 14. Macy’s clearly communicates the role and responsibilities for their lead independent director by publishing key aspects of their policy in the proxy statement.

Accordingly, our Board adopted a Lead Independent Director Policy. Under this policy, the lead independent director has the following responsibilities:

Functions as Liaison with the Chairman and/or the CEO Board Membership and Performance Evaluation
  • Serves as liaison between the independent directors and the Chairman and/or the CEO (although all directors have direct and complete access to the Chairman and/or CEO at any time as they deem necessary or appropriate)
  • Provides input, when appropriate, to the chair of the NCG Committee with respect to the annual Board and committee evaluation process
  • Communicates Board member feedback to the Chairman and/or CEO
  • Advises the NCG Committee and Chairman on the membership of the various Board committees and the selection of committee chairpersons
Meetings of Independent Directors Shareholder Communication
  • Has the authority to call meetings of the independent directors
  • Is regularly apprised of inquiries from shareholders and involved in correspondence responding to these inquiries, when appropriate
  • Approves the agenda for executive sessions of the independent directors
  • If requested by shareholders or other stakeholders, ensures that he/she is available, when appropriate, for consultation and direct communication
Presides at Executive Sessions/Committee Meetings Approves Appropriate Provision of Information to the Board Such as Board Meeting Agendas and Schedules
  • Presides at all meetings of the Board at which the Chairman is not present, including executive sessions of the independent directors
  • Consults with the Chairman on, and approves when appropriate, the information sent to the Board, including the quality, quantity and timeliness of such information, as well as approving meeting agendas
 
  • Facilitates the Board’s approval of the number and frequency of meetings, and approves meeting schedules to ensure there is adequate time for discussion of all agenda items

Discover More