Using Proxy Disclosure to Increase Boardroom Transparency

In brief: 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 executive-pay programs, and now companies are starting to provide a similar window into the boardroom. When preparing their next proxy, directors can use the examples in this tool to help expand their board’s communication with investors and potentially disclose additional insight into board dynamics and operations as a scalable way to communicate with their company’s investor base.

Most relevant audiences: lead directors, board chairs, full board, corporate secretaries