Corporate Governance Survey — 2013 Proxy Season Results

Corporate Governance and Practices and Trends

A Comparison of Large Public Companies and Silicon Valley Companies


As outside legal counsel to a wide range of public companies in the technology and life sciences industries, many of which are based in Silicon Valley, Fenwick has collected information on corporate governance in order to counsel our clients on best practices and industry norms. We have collected this data since 2003 and believe this unique body of information is useful for all Silicon Valley companies as well as public companies in the United States and their advisors.

Fenwick’s annual survey covers a variety of corporate governance practices and data for the companies included in the Standard & Poor’s 100 Index (S&P 100), which are often presented as a desired norm, compared to the technology and life sciences companies included in the Silicon Valley 150 Index (SV 150).

Comparative data is presented for the S&P 100 companies and the SV 150, as well as trend information over the history of the survey. In a number of instances the report also presents data showing comparison of the top 15 (which are of a scale similar to the S&P 100), top 50, middle 50 and bottom 50 companies of the SV 150 (in terms of revenue), illustrating the impact of scale on the relevant governance practices.

This in depth survey will be a useful resource for board members, senior executives, in house legal counsel and their advisors, based in Silicon Valley and throughout the United States.

This year our key findings include topics such as:

  • Adoption of majority voting
  • Prevalence of stock ownership guidelines for executive officers
  • How equity ownership among executives and directors is changing
  • Gender diversity on corporate boards
  • How levels of stockholder activism vary by industry and company size
  • Trends in the number of executive officers based on company size