The better the question. The better the answer. The better the world works. У вас есть вопрос? У нас есть ответ. Решая сложные задачи бизнеса, мы улучшаем мир. У вас є запитання? У нас є відповідь. Вирішуючи складні завдання бізнесу, ми змінюємо світ на краще. Meilleure la question, meilleure la réponse. Pour un monde meilleur. 問題越好。答案越好。商業世界越美好。 问题越好。答案越好。商业世界越美好。

How can data lead to better corporate governance?

We break down the numbers to reveal top board practices and leading trends.

The EY Center for Board Matters collects and analyzes governance data for more than 3,000 US public companies through its proprietary corporate governance database. We invite you to explore Corporate Governance by the Numbers.

Close to real-time data: current as of 30 September 2017 unless otherwise noted.

Click here for a printable version of this data

  • Board composition

    Board composition* S&P 500 S&P MidCap 400  S&P SmallCap 600  S&P 1500 Russell 3000
    Age 62 years 62 years 62 years 62 years 61 years
    Gender diversity 2 (22%) 2 (18%) 1 (15%) 2 (19%) 1 (15%)
    Independence 85% 83% 81% 83% 79%
    Tenure 9 years 9 years 9 years 9 years 8 years
    * Numbers based on all directorships in each index; gender diversity data represents average number of women directors on a board (and the percentage this represents)
  • Board meetings and size

    Board meetings and size S&P 500 S&P MidCap 400  S&P SmallCap 600  S&P 1500 Russell 3000
    Board meetings 8 7 8 7 8
    Board size 10.9 9.5 8.4 9.5 9.0
  • Board leadership structure

    Board leadership structure* S&P 500 S&P MidCap 400  S&P SmallCap 600  S&P 1500 Russell 3000
    Separate chair/CEO 51% 60% 65% 59% 60%
    Independent chair 29% 40% 45% 38% 40%
    Independent lead director 59% 50% 40% 49% 41%
    Presiding director 8% 4% 4% 5% 2%
    * Percentage based on portion of index
  • Board elections

    Board elections* S&P 500 S&P MidCap 400  S&P SmallCap 600  S&P 1500 Russell 3000
    Annual elections 89% 65% 55% 69% 59%
    Majority voting in director elections 88% 63% 44% 65% 48%
    Proxy access 61% 15% 5% 27% 15%
    * Percentage based on portion of index
  • Board and executive compensation

    Board and executive compensation S&P 500 S&P MidCap 400  S&P SmallCap 600  S&P 1500 Russell 3000
    Independent directors $311,771 $219,878 $177,890 $233,696 $203,380
    CEO 3-yr average pay $12.8 million $6.2 million $3.5 million $7.3 million $5.6 million
    NEO 3-yr average pay $4.9 million $2.2 million $1.3 million $2.8 million $2.2 million
    Average pay ratio: CEO / NEO 2.6 times 2.8 times 2.7 times 2.6 times 2.5 times
    * Numbers based on all directorships and executive positions in each index
  • Opposition votes in director elections

    Russell 3000: Opposition votes in director elections Full year 2016 Year to date 2017
    Total elections 17,782 16,836
    Average percent opposition votes received 4.2% 4.3%
    Russell 3000: Opposition votes received by board nominees Full year 2016 Year to date 2017
    Directors with less than 80% support (% of all nominees) 4.1% 4.5%
    Number of directors 726 762
    Directors with less than 50% support (% of all nominees) 0.3% 0.2%
    Number of directors 54 34
  • Say-on-Pay proposals

    Russell 3000: Say-on-Pay proposals voted Full year 2016 Year to date 2017
    Total proposals voted 2,145 2,252
    Proposals with less than 70% support (% of proposals) 7.4% 6.6%
    Number of proposals 159 149
    Proposals with less than 50% support (% of proposals) 1.6% 1.3%
    Number of proposals 35 30
    Say-on-Pay proposals vote support Full year 2016 Year to date 2017
    S&P 500 91.4% 91.7%
    S&P Composite 1500 91.6% 92.4%
    Russell 3000 91.3% 92.0%
  • Shareholder proposals

    Shareholder proposal categories Number voted Portion of voted proposals
    Anti-takeover/strategic 73 16%
    Board 135 29%
    Compensation 36 8%
    Environmental/social 202 44%
    Routine/other 12 3%
    All 458 100%

     

    Top shareholder proposal topic by average vote support* Average support
    Eliminate supermajority vote 74%
    Eliminate classified board 68%
    Adopt majority vote to elect directors 67%
    Allow shareholders to act by written consent 46%
    Adopt/amend proxy access 44%
    Allow shareholders to call special meeting 42%
    Review/report on climate related risks 42%
    Limit post-employment executive pay 31%
    Appoint independent board chair 30%
    Eliminate unequal voting rights/dual class common stock 29%
    * Based on topics where at least 5 shareholder proposals went to a vote; shareholder proposals also may be withdrawn or omitted from proxy ballots.

     

    Top shareholder proposal topic by total number voted* Number voted
    Adopt/amend proxy access 54
    Appoint independent board chair 42
    Review/report on lobbying activities 39
    Review/report on political spending 24
    Address human rights 23
    Allow shareholders to call special meeting 23
    Review/report on climate related risks 19
    Eliminate supermajority vote 16
    Adopt majority vote to elect directors 15
    Allow shareholders to act by written consent 15
    Report on sustainability 14
    Review/report on pay inequality 14
    * Based on topics where at least 5 shareholder proposals went to a vote; shareholder proposals also may be withdrawn or omitted from proxy ballots.
  • Trends in audit committee disclosures

    The data below was current as of August 2017 and appears in Audit committee reporting to shareholders in 2017.

    Category Topic 2017 %
    of total
    2016 %
    of total
    2015 %
    of total
    2014 %
    of total
    2013 %
    of total
    2012 %
    of total
    Disclosures in the audit committee report Statement that the audit committee is independent 64% 59% 60% 56% 52% 55%
    Name of the audit firm is included in the audit committee report 77% 76% 75% 75% 76% 76%
    Audit committee composition Audit committee with one financial expert (FE) 17% 28% 27% 32% 29% 29%
    Audit committee with two FEs 35% 21% 27% 29% 51% 37%
    Audit committee with three or more FEs 48% 51% 47% 39% 20% 33%
    Audit committee responsibilities re: external auditor Explicit statement that the audit committee is responsible for appointment, compensation and oversight of external auditor 87% 81% 80% 69% 56% 45%
    Identification of topics discussed
    Topics discussed by the audit committee and external auditor
    3% 3% 4% 4% 4% 4%
    Fees paid to the external auditor Statement that the audit committee considers non-audit fees/services when assessing auditor independence 84% 81% 81% 77% 77% 15%
    Statement that the audit committee is responsible for fee negotiations 32% 27% 24% 15% 7% 0%
    Explanation provided for change in fees paid to external auditor
    43% 31% 23% 21% 16% 11%
    Assessment of the external auditor
    Disclosure of factors used in the audit committee's assessment of the external auditor qualifications and work quality
    56% 48% 40% 32% 20% 17%
    Statement that audit committee involved in lead partner selection 75% 69% 65% 48% 15% 1%
    Disclosure of the year the lead audit partner was appointed 16% 12% 11% 8% 3% 3%
    Statement that choice of external auditor is in best interest of company and/or shareholders 73% 72% 63% 47% 20% 3%
    Tenure of the external auditor Disclosure of the length of the external auditor tenure 67% 65% 64% 56% 32% 27%
    Statement that the audit committee considers the impact of changing auditors when assessing whether to retain the current external auditor
    60% 55% 49% 33% 16% 3%
    Accessibility of audit committee charters from proxy statements (link in proxy statement goes directly to) Audit committee and/or all committee charters 12% 12% 16% 16% 11% 8%
    Company main website 39% 37% 39% 40% 41% 44%
    Company site for investor relations 24% 24% 24% 27% 27% 25%
    Company site for corporate governance 25% 27% 21% 17% 21% 23%

    Notes: Percentages based on total disclosures for audit committees each year. Data based on the 75 companies on the 2017 Fortune 100 list that filed proxy statements each year during 2012-2017 and held annual meetings through 15 August 2017.

     
     
     
     
  • Shareholder engagement trends

    S&P 500 companies disclosing engagement with investors

    Based on 446 proxy statements for S&P 500 companies available as of 12 June 2017.

    EY - S&P 500 companies disclosing engaging with investors

    Read more in our 2017 proxy season review.