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I am so looking forward to the holiday season this year. November was action-packed, with a CSCS Essentials course in Toronto, Corporate Secretary Magazines' Governance Awards in New York and a two-day governance intensive for directors and corporate secretaries for the Barbados Stock Exchange. At least I am smiling in the pictures!


Lynn Beauregard and Sylvia Groves celebrating with Jeff Taylor from Pepco (finalist for small to mid-cap best proxy). Photo courtesy of Corporate Secretary Magazine.


The gang at the Barbados Stock Exchange Governance and Accountability Conference. Dr. Richard Leblanc, Sylvia Groves, Marlon Yarde, Janis Riven, Lynn Beauregard and Ronaele Daythorne-Bayrd.


In the spirit of giving, I'm sharing some great low-hanging fruit for your upcoming proxy circular from Ron Schneider at RR Donnelley.


Cheers and Happy Holidays!




Low-Hanging Fruit (Maybe in a Pear Tree) 


In RR Donnelley's recently released study of institutional investors' views of proxy circular disclosure there were a couple of not so surprising stats.

First of all, the two most important elements that investors found helpful in reviewing proxies were:

  • an executive summary of the CD&A (84%)
  • a full summary of the proxy statement at the front of the document (64%)

A simple one-page cover to the CD&A can cover most of the high points, while two to four single pages is enough to cover the key items from the whole proxy statement.

Secondly, the two most helpful design elements were the use of:                                         

  • plain English (83%)
  • graphs/graphics (67%)

If you are not yet disclosing in plain English consider making it a project or having a consultant help you with a rewrite. It takes a lot of work so don't be tempted to do this unless you the time and resources to commit to it. There is one quick way to move down that road - include a plain English proxy summary or CD&A summary. Then you can think about working the whole document later.


The use of graphs (or graphics) on the other hand, is really pretty simple. Even in Word there are lots of flow chart formats that work well to show compensation processes or pie charts for compensation elements. Take a look at the winners and nominees for best proxy from the Corporate Secretary Magazines' US Governance Awards to get some great ideas.


And, on that note, congratulations to all the nominees and winners, especially to those with the great proxy statements that I love to read:


Large cap: 

General Electric (Winner)


Prudential Financial

The Allstate Corporation                                               

The Hartford

Weatherford International


Small cap:

 H&R Block 

 Krispy Kreme Doughnuts (Winner)

 NorthWestern Corporation

 Pepco Holdings



So before you head off for any of your holiday gatherings, think about whether one or two of these items could make their way into the coming proxy circular.

Check out the full report here.




Send me an email at if you have a question about a governance practice or a corporate secretarial procedure.

I will reply to you privately. With your permission, I will share the question and answer (but not your name or organization) in an upcoming newsletter.



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