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The Board and Committee Evaluations graphic below included in Nielsen's 2017 Proxy Statement reflects the first two of four suggested proxy statement best practices for this proxy season addressed in this new Boardroom Resources post: "The Proxy Statement: 4 Best Practices for the 2018 Season," which is based on Donnelley Director of Corporate Governance Services Ron Schneider's remarks on a recent episode of Inside America's Boardrooms, as follows:

• Provide insight into board processes in response to investor calls for greater transparency across multiple areas including executive pay, board evaluations, board composition, board engagement, etc.
• Use checklists, tables, graphs, and other visual elements - which reportedly are increasingly being used in conjunction with disclosures on board committee assignments, risk oversight frameworks, and compensation philosophies - to communicate key takeaways.
• Recognize that investors are increasingly focused on ESG issues and address accordingly.
• Don't simply aim to comply with the proxy requirements; rather, use the proxy as an opportunity to tell your story. Schneider explains: "This doesn't have to be a story of perfection; it can be a story of improvement and evolution: 'You may not like where we're at right now, but give us credit for where we've been.'" 

Excerpt from Nielsen's 2017 Proxy Statement:

Our Board recognizes that a thorough, constructive evaluation process enhances our Board's effectiveness and is an essential element of good corporate governance. Accordingly, every year, our Nomination and Corporate Governance Committee oversees the evaluation process to ensure that the full Board and each committee conduct an assessment of their performance and functioning and solicit feedback for enhancement and improvement.

Our Board evaluations cover the following topics:

• Board and committee composition, including skills, background and experience
• Review of key areas of focus for the Board and effectiveness in overseeing these responsibilities
• Satisfaction with director performance, including that of Board and committee chairs in those positions
• Board and committee information needs and quality of materials presented
• Areas where the Board and committees should increase their focus
• Satisfaction with the Board schedule, agendas, time allocated for topics and encouragement of open communication and discussion
• Satisfaction with committee structure and consideration as to whether any new committees should be established
• Access to management, experts and internal and external resources

The graphic is one of many noteworthy sample disclosures included in Donnelley's Guide to Effective Proxies, which we have frequently reported on, and which is among a number of helpful resources posted on our Annual Meeting topical page. Access additional relevant resources on our Disclosure Reform, Proxy Season, ESG, and Institutional Investors topical pages.  

          This post first appeared in last week's Society Alert!