Benesch's second annual "Corporate Governance Trends and Best Practices Among Mid-Market Public Companies" focuses on mid-market public company governance practices based on the firm's analysis of proxy disclosures by 200 S&P Small Cap 600 companies (listed in the Appendix) with market caps between $75 million and $2.5 billion.
Key findings include:
- Board Leadership: 84% of companies have either an independent chair (47%) or lead independent director (37%).
- Board Diversity: 87.5% of companies disclosed female representation on their boards, and 14% specifically disclosed racial/ethnic diversity. A number of companies voluntarily disclosed their board diversity initiatives (e.g., actively seeking qualified women and minorities, Rooney Rule disclosure).
- Board Evaluations: 58% of companies disclosed conducting board evaluations.
- Shareholder Proposals: Only 4% (8 companies) included shareholder proposals in their proxy - six of which were corporate governance-related, and five of which garnered majority approval. Two non-governance-related proposals did not garner majority shareholder support.
- ESG Initiatives: Of 33 companies that voluntarily disclosed ESG initiatives, 25 mentioned focus on their internal environmental impact (e.g., environmental concerns like carbon footprint, recycling efforts, waste reduction); 8 monitored their environmental impact through scrutiny of their supply chains and partnerships with customers; 14 referenced charitable giving (four of which specifically reported the dollar amounts donated); and 10 reported community involvement (e.g., charitable giving, community partnerships, paid volunteer time) - with 7 specifically describing those efforts.
Access additional benchmarking resources on our Board/Governance Practices page. This post first appeared in the weekly Society Alert!