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Since the Sarbanes-Oxley Act (SOX) was signed into law in 2002 and the revised NYSE and Nasdaq listing standards were implemented, certain trends have developed among the corporate governance practices of the 100 largest publicly listed U.S. companies as ranked by revenue in FORTUNE magazine's FORTUNE 500' list (the “Top 100″). For the past 3 years, Shearman & Sterling has analyzed the corporate governance practices of the Top 100. What follows is a summary of our most significant findings with respect to director independence, board leadership, director time commitments and compensation, and shareholder proposals.
Director Independence
The policies of the Top 100 have continued to exceed the NYSE and Nasdaq requirements that a majority of a listed company's board of directors be independent. Fifty-four of the companies surveyed in 2005 have adopted standards requiring that their boards be comprised of more than a simple majority of independent directors. When reviewing actual boardroom figures, the numbers are even more striking: 75% or more of the directors at 81 Top 100 companies are independent. These data may be viewed with some skepticism since questions of independence are decided by the board, and through the adoption and disclosure of categorical standards of independence, NYSE-listed companies can avoid disclosure of relationships below certain materiality thresholds. What is clear is that the number of insiders or company employees serving on the board is on the decline. The CEO is the only non-independent director at 37 Top 100 companies, an increase of two from 2004.
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