Research reports

Sponsored by DFIN

The proxy statement is the cornerstone of a company’s communication with its shareholders and other stakeholders including employees, regulators and customers. In recent years, this vital document has evolved from being a publication designed solely to comply with SEC requirements into something that conveys – often in novel ways – the company’s message and strategy. Now more than ever, companies face deep scrutiny of how they operate and the values they adhere to.

Crafting the content and design within proxy statements for success would not be possible without the process involving – at its head – the corporate secretary’s office and collaboration with an array of internal and external advisers who each bring their own insights and expertise.

In this Governance Playbook, we present actionable examples and advice from a range of governance professionals on how to make sure your company has the right process in place to help ensure that its next proxy statement carries successful messaging and disclosures to all stakeholders.

It includes:

• Tips on how to set the schedule for the proxy statement preparation process
• Advice for how to make sure internal teams are collaborating effectively
• Examples of the latest design and content developments
• Insight into how to harmonize your company’s disclosures
• A how-to guide for getting the most from external advisors and technology platforms

Featuring advice from leading governance professionals, including:

• Kristen Conley, head of corporate governance and board engagement with the office of the corporate secretary at Nasdaq
• Joseph Skrokov, executive director and assistant general counsel at Regeneron Pharmaceuticals
• Todd Vogel, director of financial reporting at MasterCraft Boat Holdings
• Daniel Gordon, senior vice president and chief counsel for corporate legal at Visa,
• Linda Epstein, legal project manager at Hewlett Packard Enterprise
• Chris Weber, managing counsel for corporate, securities and governance and assistant secretary at McDonald’s
• Heidi Miller, corporate secretary and deputy general counsel for corporate governance and securities at Kraft Heinz
• Evan Barth, vice president, associate general counsel and assistant corporate secretary at Kyndryl
• Paul Sharobeem, associate general counsel and assistant secretary at Century Aluminum Company
• Jessica Lange, vice president and associate general counsel for securities and finance at Darden Restaurants
• Ron Schneider, director of corporate governance services at DFIN.

Download 'Governance Playbook: Building an effective creation process for your proxy statement' here >>

Sponsored by BetaNXT

Governance Playbook ‘Your AGM, your investors, your engagement: Bringing them together for a successful governance program,’ sponsored by BetaNXT, delivers practical guidance from governance experts on how to successfully combine your company’s year-round shareholder engagement, shareholder data, AGM and elements such as the proxy statement. It includes helpful, actionable insights from the in-house, investor and advisory sides.

Download this report to learn more about:

• How to maintain a positive feedback and governance loop between your AGM and other shareholder engagement
• What experts view as best practices for hosting AGMs, including details from award-winning examples
• Some of the effective and potential uses companies can make of shareholder data around their AGMs
• How year-round engagement should align with preparation for the AGM
• A shareholder advocate’s view of engagement in the run-up to an AGM.

Download 'Governance Playbook: Your AGM, your investors, your engagement: Bringing them together for a successful governance program' here >>

Sponsored by Athennian

Our new Governance Playbook, ‘Building an agile governance framework: Be ready to adapt successfully to changes affecting your business’, sponsored by Athennian, provides actionable advice from governance experts including corporate secretaries and board members on building a governance framework that helps their company address short and long-term developments. It includes practical steps and best practices for governance professionals as they support their board in identifying emerging risks and opportunities and overseeing management actions.

Download this report to learn more about:

• Ensuring your board can successfully oversee its company’s preparation for and response to crises
• Designing effective board bylaws and committee charters that enable the board to be agile in response to changing circumstances
• What governance experts are looking for in terms of board composition
• Keeping the board up to date on all relevant issues, including regulation, through briefings and training
• Governance professionals’ views on how to improve their board’s ability to identify and adapt to new opportunities and risks.

Download 'Governance Playbook: Building an agile governance framework: Be ready to adapt successfully to changes affecting your business' here >>

Sponsored by SAI360

Governance Playbook ‘Director education and training: How to prepare your board for the road ahead’, sponsored by SAI360, provides expert advice from governance professionals and board members on a key element of their work in supporting boards. It lays out actionable steps and best practices for corporate secretaries seeking to design and adapt their training programs to help their board successfully carry out its duties and help the company thrive.

Download this report to learn more about:

• How to design an agenda that covers the evergreen and emerging topics directors need training on
• Deciding the most effective means for delivering education and training by asking: when, how and by whom?
• Designing a program that onboards new directors and ensures the board is regularly refreshed on its core duties and responsibilities
• How technology can play an important role in director training
• The importance of collaboration and being proactive in running a successful program.

Download 'Governance Playbook: Director education and training: How to prepare your board for the road ahead' here >>

Sponsored by Mercator® by Citco

Governance Intelligence’s ‘Entity Management: Keeping the corporate structure efficient and safe’ presents the findings from exclusive research delivering actionable insights into, among other things, which team is responsible for entity management, how much and in what areas companies use outside advisers/service providers, changes in the resources deployed to entity management and the use of technology – including AI – and priorities for entity management work.

The findings in this report are based on an online survey conducted among governance professionals such as general counsel, corporate secretaries and their teams between September 2023 and January 2024.

By downloading this report, you will learn:

• Which departments are responsible for overseeing entity management
• Where companies use external advisers/service providers for entity management tasks
• How budgets and team sizes have changed in recent years for entity management work
• Where companies are making greater use of technology
• How governance professionals feel about their company’s entity management program.

Download 'Entity Management: Keeping the corporate structure efficient and safe' here >>

Sponsored by Nasdaq Governance Solutions

Governance Intelligence’s ‘Governance Playbook: How to make your company’s proxy statement a success’, sponsored by Nasdaq Governance Solutions, provides expert insights from governance professionals at companies with leading-edge proxy statements. It presents actionable steps and best practices for corporate secretaries seeking to produce successful proxy statements that communicate effectively with investors and underline their companies’ corporate governance achievements.

Download this report to learn more about:

• Why the proxy statement is important and how it is used
• Deciding what content to cover, including additional disclosures
• Determining the best way to present information in non-textual ways
• Running an effective preparation process
• Assessing whether the proxy statement has been a success.

Download 'Governance Playbook: How to make your company’s proxy statement a success' here >>

Sponsored by Govenda

How are legal counsel and corporate secretaries using artificial intelligence (AI) to streamline their board management processes? In this Governance Playbook, written by Governance Intelligence in partnership with Govenda, leading legal professionals share their own practices for using a growing suite of digital tools to improve their work alongside company boards. This step-by-step guide also includes vital cyber-security checklists to ensure your approach to using AI is safe and secure, as well as vital intelligence on the issues surrounding the rapidly evolving technology.

Read this report to:

• Understand which board management tasks are best augmented by AI, allowing you to free up time for strategic work.
• Check the starter guide for using AI in your board management activities
• Get a checklist of essential security and data considerations when using AI as part of your board management efforts

Download 'Governance Playbook: A guide to using generative AI in board management' here >>

Governance Intelligence’s ‘Corporate transactions and the board: Governance across M&A’ report presents the findings from exclusive research that provide important insights into, among other things, which elements of the board oversee M&A strategy, discussions with investors, boards’ thinking on risk, the time devoted to due diligence, ESG considerations in target selection and the briefings boards receive. The findings in this report are based on an online survey conducted among governance professionals such as general counsel, corporate secretaries and their teams between December 2022 and March 2023.

By downloading this report, you will learn about issues such as:

• Who on the board is responsible for overseeing M&A strategy
• How boards’ views of M&A strategy have changed in recent years
• Which technological tools are being used in due diligence
• How often boards are updated up strategy, deals and implementation
• The role of governance teams in assisting the board on M&A.

Click to read Corporate transactions and the board: Governance across M&A

Sponsored by Computershare | Georgeson

Corporate Secretary’s ‘Board refreshment: Finding the right directors to move forward’ presents the findings from exclusive research conducted among governance professionals such as general counsel, corporate secretaries and their teams. The report provides helpful insights into, among other things, how candidates are identified, what characteristics are taken into account in recruitment and whether boards are building a pipeline of potential directors. The findings in this report are based on an online survey conducted between December 2022 and March 2023.

By downloading this report, you will learn about issues such as:

• Who on the board is responsible for overseeing refreshment and how often it is discussed
• Investors’ interest in board refreshment
• How board composition information is shared publicly
• How governance professionals rate boards’ approach to refreshment.

Click to read CS Board Refreshment

Sponsored by AIG

This special report celebrates the winners of Corporate Secretary’s 15th annual Corporate Governance Awards. In this publication, we speak to the honorees and hear how they successfully approach some of the key corporate governance challenges that face governance professionals and their companies. The accounts of their excellent and often innovative work provide insights into some of the latest best practices.

Click to read Corporate Secretary – Corporate Governance Awards 2022 - Winners report

The awards were presented at a ceremony in New York. They recognize that, as always, GRC professionals are adept in finding new ways to maintain standards and overcome both new and continuing challenges.

By downloading this report, you will learn about, among other things:

• Implementing a successful global ethics and compliance program
• Cutting-edge practices for ESG reporting at companies of different sizes
• How proxy statements are evolving as a means to communicate with investors
• Engaging with shareholders around say on pay
• Making the best use of technology to support governance.