The “Board Summary Table” of the Proxy

Transparency Criteria #18 for the proxy states:

The proxy summary or introduction to election of directors proposal includes a board summary matrix, table, graphics, or other visual elements that names all directors and includes, at a minimum: each director’s primary occupation; age; independence; tenure; and committee membership.

There is a two-fold rationale for having a board summary table. First, it helps a reader with digesting voluminous content. Proxies these days contain so much information about the board – understandable given that one of the primary purposes of the proxy is to give shareholders information so they can make an informed choice when electing directors at the annual meeting – that having a summary of that disclosure is prudent.

Second, it allows the reader to scan the summary and get a good sense of what this particular company is doing with its board. Most shareholders don’t really evaluate a company’s board individual by individual. Rather, they analyze the board as a whole.

A snapshot like the board summary table gives readers the opportunity to do that more quickly than slugging through 30-odd pages of disclosure. They can get an answer to the questions: “Does this board feel right? Is there a sense of balance in its composition from the variety of perspectives we view boards as needing as stated in our voting guidelines (e.g.. skills, expertise, demographics)?”

Apple’s proxy provides a good example of a nice simple board summary table (on page 12):

Southern Company’s proxy provides a board summary table in another nice visual format (on pages 20-21):

Related Posts

The “Compensation Policies” Section of the Proxy (“What We Do / What We Don’t Do”)


Recent Posts

Analyzing Climate Disclosures
Will the SEC adopt final climate disclosure rules by the end of March? Sans Scope 3?
The Sheer Volume of Stakeholder Expectations Can Be Overwhelming
The Final “Gut Check” Review of Your Proxy
Few in securities compliance are afraid of generative AI? Five lessons learned.
The Importance of Thinking About the “Why” in Disclosure