Board Composition and Corporate Governance

Board organization, composition, leadership, committee structure, director profiles, governance policies, and risk oversight practices structured for assessment, recruitment, and refreshment work.

Parts: 8
Data points: 158
Coverage: US · Canada · Europe

Part I · 9 data points

Board Organization

Board Size & Meetings9

Board Size
Frequency of Board Meetings
Board Committees
Number of Board Committees
Board Committee Types
Board Committee Size
Frequency of Board Committee Meetings
Policy on Committee Member Rotation
Term Limit for Committee Membership

Part II · 12 data points

Board Leadership

Board Chair9

Board Chair Independence
Independent Chair Tenure
Independent Chair Functional Background
Independent Chair Qualifications & Skills
Lead (or Presiding) Director
Lead Director Tenure
Lead Director Duties
Lead Director Functional Background
Lead Director Qualifications & Skills

Board Leadership Policies3

Policy on CEO/Chair Separation (Combination)
CEO/Chair Separation Rationale Disclosure
CEO/Chair Combination Rationale Disclosure

Part III · 25 data points

Board Composition

Age2

Director Age
Director Age Groups

Gender2

Director Gender
Number of Female Directors

Race (Ethnicity)2

Director Race (Ethnicity)--Disclosure Rate
Director Race (Ethnicity)

LGBTQ+2

LGBTQ+ Directors--Disclosure Rate
LGBTQ+ Directors

Citizenship2

International Directors--Disclosure Rate
International Directors

Other Minorities1

Directors From Other Minorities--Disclosure Rate

Board and Committee Leadership Diversity3

Board Chair Diversity
Lead Director Diversity
Board Committee Chair Diversity

Tenure4

Departing Director Tenure
Departing Director Tenure Groups
Sitting Director Tenure
Sitting Director Tenure Groups

Qualifications and Skills3

Independent Director Functional Background
Board Skill Matrix Disclosure
Independent Director Qualifications and Skills

Independence2

Director Independence
Companies with Non-Independent Directors

Other Board Services2

Non-Executive Director Service on Other For-Profit Boards
CEO Service on Other For-Profit Boards

Part IV · 19 data points

New Directors

New Directors2

New Directors
New Directors Per Company

Age2

New Director Age
New Director Age Groups

Diversity5

New Director Gender
Number of New Female Directors
New Director Race (Ethnicity)
New LGBTQ+ Directors
New International Directors

Qualifications and Skills2

New Director Functional Background
New Director Qualifications and Skills

First-Time Directors8

First-Time Directors First-Time Directors
Per Company First-Time Director Age First-
Time Director Age Groups First-Time
Director Gender First-Time Director Race
(Ethnicity) LGBTQ+ First-Time Directors
International First-Time Directors First-Time
Director Functional Background First-Time
Director Qualifications and Skills

Part V · 18 data points

Director Election and Removal

Director Election6

Classified Boards
Voting Standard for Director Election
Authority to Set (Increase) the Number of Board Seats
Filling of Newly Created Board Seats
Use of Search Firms in Director Recruitment
Rooney Rule Policy in Director Recruitment

Director Removal4

Circumstances for Removal of Directors by Shareholders
Supermajority Vote Requirement to Remove Directors
Required Voting Threshold for Director Removal
Filling of Vacancies Due to Removal

Proxy Access8

Proxy Access Bylaws
Year of Adoption
Percent of Ownership
Holding Period
Percent of Board Eligible
Maximum Number of Aggregated Shareholders
Related Entities Provision
Loaned Shares Provision

Part VI · 21 data points

Other Board Policies

Retirement Policies2

Mandatory Director Retirement Policy Based on Age
Mandatory Director Retirement Age

Term Limits2

Mandatory Director Retirement Policy Based on Tenure
Term Limits

Resignation Policies2

Director Resignation Policy for Change of Employment Status
Director Resignation Policy for Cessation of CEO Employment

Overboarding Policies7

Director Overboarding Policy
Limit on Directorships (All Directors)
Limit on Directorships (Audit Committee Members)
CEO Overboarding Policy
Limit on Directorships (CEO)
New Directorship Notification Provision
New Directorship Pre-Approval Provision

Onboarding & Evaluations3

Director Orientation and Continuing Education
Board Performance Assessment Independent
Assessment Facilitator

Other Policies5

Exclusive Forum (Forum Selection) Bylaws
Director Indemnification Policy
Policy on Advancement of Legal Fees
Limitation on Director Liability
Director Eligibility to Matching Gift Program

Part VII · 40 data points

Anti-Takeover Provisions and Shareholder Rights

This part carries no printed heading in the source catalog; the title above is ESGAUGE’s description of its contents.

Capital Structure2

Dual or Multiple-Class Stock
Blank Check Preferred Stock

Charter and Bylaw Amendments4

Supermajority Vote Requirements for Charter Amendments by Shareholders
Required Threshold
Bylaws Amendments by the Board
Supermajority Vote Requirements for Bylaws Amendments by Shareholders

Board Classification4

Classified Board
Classified Term Length
Source of Classified Board Structure Provisions
Removal of Classified Board Members Without Cause

Advance Notice Provisions5

Advance Notice Bylaws
Advance Notice Time Window
Advance Notice Time Period
Parameter to Which Time Period is Tied
Informational Requirements

Shareholder Rights/Poison Pills12

Election to Opt Out of Anti-Takeover Statutes
Shareholder Rights Plan (Poison Pill) in Force
Poison Pill Features
Adoption Date
Expiration Date
Trigger Threshold Percentage
Exercise Price
Rights Per Old Share
New Shares Per Right
Name of Issuing Stock
Shareholder Approval of Poison Pills
Fiduciary-Out Provision

NOL Poison Pills8

Nol Poison Pill
Adoption Date
Expiration Date
Trigger Threshold Percentage
Exercise Price
Rights Per Old Share
New Shares Per Right
Name of Issuing Stock

Limitations to Other Shareholder Rights5

Right to Call Special Shareholder Meetings
Ownership Threshold to Call Special Meetings
Restrictions to the Right to Call Special Meetings
Action by Written Consent
Procedural Consent Bylaws

Part VIII · 14 data points

Shareholder Engagement

Proxy Statement Includes Disclosure on Shareholder Engagement Practices14

Section(s) of Proxy Statement Containing Shareholder Engagement Disclosure
Length of Shareholder Engagement Disclosure
Frequency of Shareholder Engagement
Shareholder Engagement Calendar
Reasons for Shareholder Engagement
Shareholder Engagement Topics
Formal Shareholder Engagement Policy
Disclosure of Extent of Shareholder Engagement
Number of Shareholders the Company Engaged with
Percent of Outstanding Shares Held by Shareholders the Company Engaged with
Actions in Response to Engagement
Disclosure Explicitly States that Board Members are Engaging with Shareholders
Stated Leadership of Board/Shareholder Engagement Process
Other Shareholder Engagement Practices

CEO Demographics & Succession

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