New Orrick Report Highlights Corporate Governance Trends in Energy Industry
Among the trends the report highlighted is a growing use of proxy access for voting and the inclusion of "intent to serve" language in amendments to company bylaws
September 17, 2018 at 02:56 PM
3 minute read
A new report from Orrick helps energy industry companies get a peek into their peers' board room decision-making.
“Public Company Corporate Governance Features in the Energy Sector,” released last week, outlines boardroom structure trends based on 54 companies in the Dow Jones Energy Sector Index and the S&P Energy Index, Including Chevron, Halliburton and World Fuel Services Corp.
“Directors like to understand what a company's peer group is doing,”said Orrick partner Ed Batts, who led the report in an email. “Governance provisions can be arcane and are untied to specific industry knowledge—but they apply to all companies.”
The energy industry report noted companies' growing adoption of proxy access, which usually allows certain shareholders to nominate director candidates during an election. More than 60 percent of the companies surveyed have adopted such provisions.
Batts said he was surprised by the rapid adoption of proxy access over the past five years. And he said it's likely the trend will grow even more.
“I expect to continue to see proxy access spread like wildfire. Many boards, particularly of midsize or small public companies, tend to want to move 'with the herd' and be in the middle of the pack,” Batts said.
“It is clear that governance activists have the support of major institutions in pressing for proxy access. And it has become so widely adopted in such a relatively short period that, like majority voting … it is becoming the accepted standard. Companies would do well to seriously consider adopting the provisions before being approached by governance activists,” he continued.
He said the trend also could lead to the actual nomination of and voting on director nominees using proxy access provisions.
Other emerging trends identified in the report are the adoption of majority voting provisions for uncontested director elections—which 90 percent of industry companies now have—and the choice of Delaware as a location to organize and establish exclusive jurisdiction for class-action shareholder lawsuits. In addition, there is a trend to use “intent to serve” language in amendments to company bylaws now found in nearly 15 percent of surveyed companies.
“There is no drawback—it closes an avenue that otherwise could jeopardize stockholders having adequate time to fully evaluate and listen to the merits of arguments in favor or against specific candidates,” Batts said.
“While not having it still allows for a 'throw the bums out' type of vote—allowing full scale substitutions, even if they are named by the time a competing proxy is sent, defeats the purpose of advance notice bylaws in any event,” he added. “This is something all public companies should seriously consider.”
Orrick previously has published a similar report with tech sector companies, where more public companies have dual class stock structures than their energy sector counterparts.
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