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Fenwick Posts 2017 Trends in Corporate Governance, Comparing Silicon Valley 150 and S&P 100

December 18, 2017

Fenwick & West released its Corporate Governance Survey for the 2017 proxy season, providing insight into the management, leadership and governance of technology and life sciences companies in Silicon Valley.

According to a media release, the survey covers more than a decade of governance trends, comparing companies in the S&P 100 and their smaller and younger counterparts in the Silicon Valley 150 (SV 150), highlighting similarities and differences over time. Newly this year, the survey offers a look at various types of majority voting and features of stock ownership guidelines, as well as additional detail on the makeup of executive officers.

The latest survey shows that longtime trends in the S&P 100 and SV 150 continued in the 2017 proxy season with a few exceptions, notably in the areas of dual-class stock structures and classified boards, where SV 150 companies are going their own way, in many cases to maximize protections against the vagaries of short-term market pressures-but also in board leadership where separation of chair and CEO roles is substantially more common.

Highlights of this year's key findings include the following:

Dual-Class Voting Stock Structure

-Adoption of dual-class voting stock structures has emerged as a recent clear trend among Silicon Valley technology companies-among the mid-to-larger SV 150 companies-though it is still a small percentage of companies.

-Historically, dual-class voting stock structures have been significantly more common among S&P 100 companies than among SV 150 companies, though the frequency in the SV 150 (11.3 percent in 2016 to 10.9 percent in 2017) has surpassed the S&P 100 (9.0 percent in both 2016 and 2017) in recent years.

Classified Boards

-Classified boards are now significantly more common among SV 150 companies than among S&P 100 companies. Compared to the prior year, classified boards remained fairly consistent, holding steady at 6.7 percent for the top 15 companies in the SV 150 while the S&P 100 has been at 4.0 percent since 2016.

Majority Voting

-The rate of implementation of some form of majority voting has risen substantially over the period of this survey.

-The increase has been particularly dramatic among S&P 100 companies, rising from 10 percent to 97 percent between the 2004 and 2017 proxy seasons. Among SV 150 companies, the rate has risen from zero in the 2005 proxy season to 59.9 percent in the 2017 proxy season.

Stock Ownership Guidelines

-The prevalence of stock ownership guidelines has generally increased over time in both groups but the SV 150 only recently surpassed the level of the S&P 100. This year's edition of the survey includes additional detail regarding the minimum holding amount and period requirements for executives and directors.

Board Diversity

-2017 continued the long-term trend in the SV 150 of increasing numbers of women directors and declining numbers of boards without women members.

-The rate of increase in women directors for SV 150 overall continues to be higher than among S&P 100 companies. When measured as a percentage of the total number of directors, the top 15 of the SV 150 now slightly exceed their S&P 100 peers (the top 15 averaged 25.4 percent women directors in the 2017 proxy season, compared to 23.9 percent in the S&P 100).

-Companies with at least one woman director went from 74 percent to 78.2 percent over the past year for the SV 150. Over a two-year period the percentage of companies with at least one woman director grew by 10 percentage points.

Executive Officers

-The number of executive officers tends to be substantially lower among SV 150 companies than among the S&P 100, and there continues to be a general decline in the average number of executive officers per company in both groups.

-By contrast, the percentage of companies including General Counsel, Chief Legal Officer or a Chief Technology Officer or engineering executive as "executive officers" have been on a long-term upswing.

More Information:

http://www.Fenwick.com/CorporateGovernance

((Comments on this story may be sent to newsdesk@closeupmedia.com))

THE DAILY VIEW

  • Alexandra Scarborough
    Gilt and Sarah Jessica Parker Unveil SJP by Sarah Jessica Parker Bridal Collection for Spring

    Sarah Jessica Parker, in partnership with Gilt, kicked off the exclusive launch of SJP by Sarah Jessica Parker Bridal, Gilt’s first foray into bridal ready-to-wear that would have Carrie Bradshaw swooning.

    The collection includes dresses, skirts, bodysuits and other pieces, ranging in price from $295 to $2,395 and from sizes 0 to 14.

    "Collaborating with Gilt on my first bridal ready-to-wear collection was an opportunity I couldn't pass up," said Sarah Jessica Parker. "The team there is brilliant and allowed me to be imaginative and take risks as I was designing for the non-traditional bride. It has been quite fun to play around with colors, fabrics and details to create unique pieces for all kinds of brides." The collection, comprised of ten styles, is inspired by Parker's vision of a modern, non-traditional bride, and is designed to dress a woman for a variety of wedding milestone moments; from her bridal shower through her wedding reception. Styles offered are a unique mix of classic dresses and gowns, modern bodysuits, full skirts, and a jumpsuit. The color palette includes traditional bridal white, sleek black, plus pops of blush, poppy, light gray and blue.

    Designed in collaboration with Gilt, the collection was produced in New York City utilizing fabrics like cashmere and stretch crepe sourced from Spain, Italy and France.

    The pieces all feature carefully curated details like elegant bows, sophisticated cutouts, feathers, intricate embroidery and beautiful hand-stitched beading. 

    The actress and style icon is no stranger to chic bridal wear. Carrie Badshaw, famously played by Parker, took part in an elaborate bridal photo shoot in Sex and the City: The Movie. The shoot featured gowns from designers like Christian Lacroix and Lanvin. Parker famously wore a black wedding gown for her own wedding to Matthew Broderick in 1997.

    "Not only is Sarah Jessica Parker's style known around the world, her point of view is one-of-a-kind," says Tom Ott, Chief Merchant of Gilt. "Sarah Jessica brings her impeccable taste and fashion sensibility to life in this collection. We think our customers will be delighted with the offering which is stylish and well-priced in the bridal category."

    As part of the bridal launch, Gilt will also offer 15 exclusive styles from the SJP by Sarah Jessica Parker footwear line, each of which are complementary to the bridal collection. 

    To correspond with the bridal collection launch, Gilt City will present offers from some of Sarah Jessica Parker's favorite places in New York City.

    The offers were each chosen as a way to help brides plan for and celebrate the big day with highlights including, Leather Spa, Lars Nord Studio Tailoring, Mah-Ze-Dahr Bakery, among others.

    More Information:
    http://www.Gilt.com/SJP

  • Alexandra Scarborough
    Tea Forté Introduces ‘Matcha’ Collection

    Convenience meets tradition in Tea Forté’s new Ceremonial Matcha Bowl Set and the Matcha Single Steeps.

    The company said its spring harvested, shade grown, stone ground, organic matcha tea is best served in a centuries-old Japanese tea ceremony called chanoyu: a preparation technique known for its centering meditative qualities.

    "The launch of Tea Forté's Matcha collection represents our continued commitment to wellness and cultivating all the potential mental and physical health benefits of tea," says Tea Forté CEO Michael Gebrael. "In addition to our high quality Pure Matcha, we've also blended four distinct flavored Matcha varieties. Prepackaged in pouches measured out for a single serving, our Single Steeps Matcha is ideal for the office, travel, or to keep with you for a boost anytime."

    Tea Forté noted its handcrafted ceremonial tea bowl, handmade bamboo whisk and measuring ladle “encourages serene enjoyment of our premium Kosher, gluten-free and vegan matcha blends.” These include: Pure Matcha, Chocolate Matcha, Coconut Matcha, Ginger Matcha, and Chai Matcha.

    According to a release, in addition to its distinctive taste, matcha is prized for its health benefits. Steeped green tea contains only the antioxidants that can be extracted in water, while with matcha, the whole leaf is consumed.

    Available now in select stores and online at teaforte.com.

 

 

QUICK 5


Expedia.com has released a year-end look at U.S. traveler behavior and trends for 2017, analyzing data to identify the most in-demand destinations, hotels, activities and more.

Among other insights, the roundup revealed:
  1. Labor Day was the busiest weekend for car rental
  2. Disney Theme Parks topped the list of things to do
  3. The average hotel stay was two nights
  4. Top destinations based on 2017 air travel included major global cities like New York, London and Bangkok
  5. Popular tourist destinations included Orlando, Cancun and Las Vegas