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Directors Governance Center

April 24, 2014

2014 Proxy Season Preview (EY Report)

As companies mail their proxy statements and look ahead to their 2014 annual meetings, it is helpful to take stock of what issues investors may raise over the next several months. The2014 Proxy Season Previewfrom the EY Center for Board Matters provides a helpful overview of those topics expected to provoke the most interest from investors, based on conversations with almost 40 institutional investors, investor groups and investor advisors. These topics include:

*Board composition and renewal;

*Director accountability;


*Executive compensation; and

*Political spending.

Notably, over half of the investors surveyed for the report indicated that lack of turnover on boards will be an area of focus during the proxy season and in their discussions with companies. These investors appear concerned about lack of new perspectives on boards and lack of diversity (particularly gender diversity). The report also provides suggestions for board responses to this investor focus, including consideration of term limits, overhauling of director performance evaluation and implementation of a desired board skills matrix.

Ernst & Young is a global leader in assurance, tax, transaction and advisory services. TheEY Center for Board Mattersis committed to bringing together and engaging with boards, audit committee members and investors to exchange ideas and insights.

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