Background Materials

March 2018 Roundtable

I. The Coming Proxy Season

II. Board Oversight

A. Risk Oversight

B. Managing Crisis and Overseeing Culture

III. Executive Compensation and Director Pay

A. Executive Pay Structures

B. Executive Pay Levels

C. Director Pay

IV. Investor Stewardship, Communications and Rights

A. The Continuing Work of the ISG

B. Communications Between Investors and Issuers

C. Virtual Meetings

D. Repatriation of Cash

E. Opting Out of Securities Laws

F. Direct Listings Without IPO

V. Investor Attention to Corporate Social Impact

A. Larry Fink’s 2018 Annual Letter

B. Activists and Socially Responsible Investing

C. ESG Proposals

D. ESG Metrics and Disclosures

E. Exclusion of “Ordinary Business” Proposals

VI. Board Composition

A. NYC Comptroller’s Boardroom Accountability Project

B. Gender Diversity

VII. The Continuing Debate Over Dual-Class Stock

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