DFIN Publishes Annual U.S. and Canadian Guides to Effective Proxies, Showcasing Critical Disclosure Trends

Environmental, Social and Governance and Human Capital Management issues lead focus areas

Donnelley Financial Solutions  a leading risk and compliance company,released its annual Guide to Effective Proxies, U.S. and Canadian editions. These comprehensive editions help companies design proxy statements and proxy circulars that communicate vital information about business objectives to investors, while also complying with U.S. Securities and Exchange Commission (SEC) and Canadian Securities Administrators (CSA) regulations.

DFIN will host its annual webcast focusing on the impact of the SEC’s final rule on pay versus performance and demonstrating how to navigate the guide. Click here to register for this event, to be held on September 28, 2022.

The guides provide key insights about critical investor topics addressed in corporate proxies, including Environmental, Social and Governance (ESG) and Human Capital Management (HCM).

The searchable, annual publications — the tenth edition of the U.S. guide and the fifth of the Canadian guide — offer innovative and shareholder-friendly best practices derived from DFIN’s deep experience managing the public filings of its extensive blue-chip client base, including over one-third of North American public companies. The guides also provide helpful tips for how companies can prepare for their upcoming proxy season. Organized by proxy section, topic and feature, the guides can help transform proxy statements from traditional compliance documents to more compelling shareholder communications pieces.

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Key and notable trends from this year’s guides include growing interest in ESG and HCM issues on the part of investors and other stakeholders:

  • Expanded Focus on Board Oversight of ESG: The SEC and CSA have proposed new climate disclosure rules that may require disclosure around climate impact, board oversight and director competencies in this area. Both the U.S. and Canadian guides, which have covered these topics for years, can be an invaluable resource for companies needing to comply with these proposed new requirements.

  • Expanded Focus on the Environment and People: Human Capital Management (HCM) continues to drive corporate value and success. Along with recent 2021 10-K human capital disclosures requirements, companies are increasingly disclosing workforce diversity metrics when discussing Diversity, Equity & Inclusion (DE&I).

  • The Humanizing of Executive & Board Leadership: Critical board functions and processes are becoming more transparent. This can be done via the proxy, investor presentations, sustainability reports and other documents and channels.

  • The Approach to Compensation: Executive compensation practices continue to be tied to the business strategy and increasingly incorporate non-financial and ESG related metrics.

  • Reevaluating Resilience: If the global pandemic has taught us anything, it’s that the key to success is learning from the past so we are prepared for the future in business. Applying lessons learned from disruptions, where applicable, and adjusting processes and resources are required to build a more resilient enterprise.

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“Resilience is everything in today’s global business, which is why proxies, ESG and HCM are so critical to an organization.” said Ron Schneider, Director of Corporate Governance Services at DFIN. “Investors are interested in ESG-related risks and opportunities, and how resilient companies respond and communicate in the face of unpredictable events. You can have the best practices and processes, but you must also effectively disclose them to the investor community. Because we’ve been tracking and reporting on these topics for years, these guides contain hundreds of useful examples to help companies comply with proposed new rules and regulations requiring additional climate and board oversight disclosure.”

“Corporate communications, specifically annual proxy statements and proxy circulars, have become much more than compliance documents. Today, they help investors measure risks and opportunities, and help companies enhance investor communications,” said Craig Clay, President of Global Capital Markets at DFIN. “We are proud that our annual guides have become a trusted resource for all our stakeholders. We look forward to continuing to support our existing and future clients now and in the years to come.”

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