Welcome!

News Feed Item

Fenwick & West 2012 Corporate Governance Practices Survey Reveals Important Distinctions In Best Practices Between S&P 100 And Technology/Life Sciences Companies

COMPARES SILICON VALLEY 150 TO S&P 100

MOUNTAIN VIEW, Calif., Dec. 5, 2012 /PRNewswire/ -- Fenwick & West LLP, one of the nation's premier law firms providing comprehensive legal services to high technology, venture capital and life science companies, today announced the 2012 proxy season results of its Corporate Governance Practices and Trends Survey.

The survey collects and analyzes information on the corporate governance practices of the very large publicly-traded companies included in the Standard & Poor's 100 index (S&P 100) and the high technology and life sciences companies included in the Silicon Valley 150 index (SV 150) for the 2012 proxy season.

"This survey holds several surprises, with findings that may seem counterintuitive to our preconceptions of governance practices in the SV 150 vs. the S&P 100," said survey author David Bell, partner in the corporate practice at Fenwick & West.

"Governance practices and trends (or perceived trends) among the largest companies are generally held out as the desired norm for all public companies, often with little regard to the particular needs and circumstances of each company," said Mr. Bell. "Fenwick & West collects this information regarding public company governance practices to enable boards and executives at high technology and life science companies to understand the actual corporate governance practices among their peers, understand how those practices contrast with actual practices among large companies nationally (not just the latest perceived trends) and better determine whether or not diverging practices are an aberration for the company or whether such corporate governance decisions might actually be a best practice, particularly for smaller technology companies.

Key take-aways from the survey include:

Combined Chair/CEO: The SV 150 companies are substantially less likely to have the same person serving as board chair and CEO (34% compared to 71% of the S&P 100).

Insiders versus non-insiders: Where separate chairs exist, SV 150 companies are significantly more likely to appoint non-insiders (68% compared to 41% of the S&P 100). SV 150 companies continue to have more insiders as a percentage of the full board, while S&P 100 companies continue to have more insider directors measured in absolute numbers.

Women on boards: Female directors are substantially more common among S&P 100 companies, whether measured in terms of average number of female directors (2.4 compared to 0.7) or in terms of average percentage of each board that are women (19.8% compared to 8.1%). While female board membership peaked among SV 150 companies in 2008 (average of 12.3% compared to 17.2% for the S&P 100) the overall trend is clearly upward in both groups (compared to averages of 16.5% in the S&P 100 and 5.4% in the SV 150 in 2004). From 2004 through 2012, the percentage of companies with no women directors declined from 4% to 1% in the S&P 100 and 61% to 48% in the SV 150.

Majority voting: While there is a clear trend toward adoption of some form of majority voting in both groups, the rate of adoption is substantially higher among S&P 100 companies (90% compared to 41% of the SV 150) , although this rate declined 7% from the prior year (compared to a 4% increase for the SV 150).

Stock ownership: Stock ownership guidelines for executive officers were found to be substantially more common among S&P 100 companies than among SV 150 companies (93% compared to 44%), although that is a substantial increase for both groups over the course of the survey (compared to 58% for the S&P 100 and 8% for the SV 150 in 2004). Similar trends hold for stock ownership guidelines covering board members. However, actual equity ownership by executive officers and directors, as a group, tends to be substantially higher among SV 150 companies (median of 6% for the SV 150 compared to a median of less than 1% for the S&P 100 in 2012).

Stockholder activism: Stockholder activism (measured in the form of proposals included in the proxy statements of companies) continues to be substantially lower among the high tech and life science companies in the SV 150 than among S&P 100 companies (whether measured in terms of frequency inclusion of any such proposals or in terms of number of proposals).

Board size: S&P 100 companies tend to have larger boards than SV 150 companies (median of 12 compared to median of 8 in 2012), and tend toward larger primary committees. S&P 100 companies also are substantially more likely to have other standing committees beyond the three primary committees for audit, compensation and nominations (86% of S&P 100 companies do, compared to 21% of SV 150 companies in 2012).

Complete results of the survey with related discussion are posted on Fenwick & West's website at Fenwick.com/CorporateGovernanceSurvey.

About the Survey

The Fenwick & West Corporate Governance Survey, authored by law firm partner David Bell, provides insight into corporate governance practices of the companies included in the Standard & Poor's 100 Index (S&P 100) and the high technology and life science companies included in the Silicon Valley 150Index (SV 150) each year. This unique body of information, covering corporate governance trends for the period following the passage and implementation of the Sarbanes Oxley Act of 2002, is valuable for publicly-traded technology and life science companies across the U.S. as well as public companies of all sizes and across industries generally.

About Fenwick & West

Established in 1972, Fenwick & West LLP is one of the nation's premier law firms with extensive expertise in venture capital, public offerings and other corporate finance, joint ventures, M&A and strategic relationships, intellectual property, litigation and dispute resolution, taxation, antitrust and employment and labor law.

Contacts:

David Bell
Fenwick & West LLP
Phone: 650-335-7130
Email: [email protected]

Jennifer Shanks
[email protected]! Public Relations
Phone:  408.827.8033
Email:  [email protected]

SOURCE Fenwick & West LLP

More Stories By PR Newswire

Copyright © 2007 PR Newswire. All rights reserved. Republication or redistribution of PRNewswire content is expressly prohibited without the prior written consent of PRNewswire. PRNewswire shall not be liable for any errors or delays in the content, or for any actions taken in reliance thereon.

Latest Stories
In his General Session at 17th Cloud Expo, Bruce Swann, Senior Product Marketing Manager for Adobe Campaign, explored the key ingredients of cross-channel marketing in a digital world. Learn how the Adobe Marketing Cloud can help marketers embrace opportunities for personalized, relevant and real-time customer engagement across offline (direct mail, point of sale, call center) and digital (email, website, SMS, mobile apps, social networks, connected objects).
For organizations that have amassed large sums of software complexity, taking a microservices approach is the first step toward DevOps and continuous improvement / development. Integrating system-level analysis with microservices makes it easier to change and add functionality to applications at any time without the increase of risk. Before you start big transformation projects or a cloud migration, make sure these changes won’t take down your entire organization.
"My role is working with customers, helping them go through this digital transformation. I spend a lot of time talking to banks, big industries, manufacturers working through how they are integrating and transforming their IT platforms and moving them forward," explained William Morrish, General Manager Product Sales at Interoute, in this SYS-CON.tv interview at 18th Cloud Expo, held June 7-9, 2016, at the Javits Center in New York City, NY.
With the introduction of IoT and Smart Living in every aspect of our lives, one question has become relevant: What are the security implications? To answer this, first we have to look and explore the security models of the technologies that IoT is founded upon. In his session at @ThingsExpo, Nevi Kaja, a Research Engineer at Ford Motor Company, will discuss some of the security challenges of the IoT infrastructure and relate how these aspects impact Smart Living. The material will be delivered i...
SYS-CON Events announced today that Ocean9will exhibit at SYS-CON's 20th International Cloud Expo®, which will take place on June 6-8, 2017, at the Javits Center in New York City, NY. Ocean9 provides cloud services for Backup, Disaster Recovery (DRaaS) and instant Innovation, and redefines enterprise infrastructure with its cloud native subscription offerings for mission critical SAP workloads.
Your homes and cars can be automated and self-serviced. Why can't your storage? From simply asking questions to analyze and troubleshoot your infrastructure, to provisioning storage with snapshots, recovery and replication, your wildest sci-fi dream has come true. In his session at @DevOpsSummit at 20th Cloud Expo, Dan Florea, Director of Product Management at Tintri, will provide a ChatOps demo where you can talk to your storage and manage it from anywhere, through Slack and similar services ...
Imagine having the ability to leverage all of your current technology and to be able to compose it into one resource pool. Now imagine, as your business grows, not having to deploy a complete new appliance to scale your infrastructure. Also imagine a true multi-cloud capability that allows live migration without any modification between cloud environments regardless of whether that cloud is your private cloud or your public AWS, Azure or Google instance. Now think of a world that is not locked i...
SYS-CON Events announced today that Auditwerx will exhibit at SYS-CON's 20th International Cloud Expo®, which will take place on June 6-8, 2017, at the Javits Center in New York City, NY. Auditwerx specializes in SOC 1, SOC 2, and SOC 3 attestation services throughout the U.S. and Canada. As a division of Carr, Riggs & Ingram (CRI), one of the top 20 largest CPA firms nationally, you can expect the resources, skills, and experience of a much larger firm combined with the accessibility and atten...
In his session at @ThingsExpo, Eric Lachapelle, CEO of the Professional Evaluation and Certification Board (PECB), will provide an overview of various initiatives to certifiy the security of connected devices and future trends in ensuring public trust of IoT. Eric Lachapelle is the Chief Executive Officer of the Professional Evaluation and Certification Board (PECB), an international certification body. His role is to help companies and individuals to achieve professional, accredited and worldw...
MongoDB Atlas leverages VPC peering for AWS, a service that allows multiple VPC networks to interact. This includes VPCs that belong to other AWS account holders. By performing cross account VPC peering, users ensure networks that host and communicate their data are secure. In his session at 20th Cloud Expo, Jay Gordon, a Developer Advocate at MongoDB, will explain how to properly architect your VPC using existing AWS tools and then peer with your MongoDB Atlas cluster. He'll discuss the secur...
DevOps is often described as a combination of technology and culture. Without both, DevOps isn't complete. However, applying the culture to outdated technology is a recipe for disaster; as response times grow and connections between teams are delayed by technology, the culture will die. A Nutanix Enterprise Cloud has many benefits that provide the needed base for a true DevOps paradigm. In his Day 3 Keynote at 20th Cloud Expo, Chris Brown, a Solutions Marketing Manager at Nutanix, will explore t...
In his session at Cloud Expo, Alan Winters, an entertainment executive/TV producer turned serial entrepreneur, will present a success story of an entrepreneur who has both suffered through and benefited from offshore development across multiple businesses: The smart choice, or how to select the right offshore development partner Warning signs, or how to minimize chances of making the wrong choice Collaboration, or how to establish the most effective work processes Budget control, or how to m...
Deep learning has been very successful in social sciences and specially areas where there is a lot of data. Trading is another field that can be viewed as social science with a lot of data. With the advent of Deep Learning and Big Data technologies for efficient computation, we are finally able to use the same methods in investment management as we would in face recognition or in making chat-bots. In his session at 20th Cloud Expo, Gaurav Chakravorty, co-founder and Head of Strategy Development ...
SYS-CON Events announced today that Linux Academy, the foremost online Linux and cloud training platform and community, will exhibit at SYS-CON's 20th International Cloud Expo®, which will take place on June 6-8, 2017, at the Javits Center in New York City, NY. Linux Academy was founded on the belief that providing high-quality, in-depth training should be available at an affordable price. Industry leaders in quality training, provided services, and student certification passes, its goal is to c...
"delaPlex is a software development company. We do team-based outsourcing development," explained Mark Rivers, COO and Co-founder of delaPlex Software, in this SYS-CON.tv interview at 18th Cloud Expo, held June 7-9, 2016, at the Javits Center in New York City, NY.