Director Compensation and Board Practices: 2013 Edition

Director Compensation and Board Practices: 2013 Edition is based on an annual survey of public company board practices jointly conducted by The Conference Board, NASDAQ OMX, and NYSE Euronext.

The report is designed as a benchmarking tool with more than 150 corporate governance data points analyzed by company size (measurable by revenue and asset value) and 20 industrial sectors. 

Data analyzed in the report include: 

• Director compensation (including cash retainer, meeting fees, full value shares, stock options, retainer for chairmanship and committee membership, and perquisites).
• Board composition (including board size, diversity and minority representation, director qualification skills, over-boarding policies).
• Board leadership (including non-CEO board chairs, lead directors, and lead director duties).
• Director nomination and election practices (including majority voting, director resignation policies, director nomination criteria, proxy access policies, and policies on the reimbursement of proxy solicitation expenses).
• Anti-takeover practices (including board classification, poison pills, right to call special meetings, and supermajority voting requirements).
• Board meetings (including frequency of meetings and executive sessions, attendance policies, advance distribution of materials, use of board portals, and reimbursement of travel expenses).
• Executive compensation oversight practices (including say on pay, clawback provisions, anti-gross up policies, bonus banking, peer compensation groups, and compensation consultant fee disclosure).
• Strategy and risk oversight (including offsite strategy meetings, ERM framework adoption, and frequency of risk reporting to the board).
• Sustainability oversight (including type of sustainability reporting, use of sustainability performance metrics, and policies on political contributions by directors and senior officers).
• CEO performance review and succession planning (including policies on board retention of departing CEOs, mandatory CEO retirement, and succession plan disclosure).
• Board–shareholder engagement (including director attendance of shareholder meetings, fifth-analyst calls, and the use of social media by directors).
• Board committees (including data on committee types and size, frequency of committee meetings, professional background of members and chairs, and financial expertise disclosure).