The 2011 U.S. Director Compensation and Board Practices Report

This report analyzes board structure and director compensation information for a sample of 334 public companies registered with the U.S. Securities and Exchange Commission (SEC) in 2011. Participants were asked to provide information based on corporate practices existing at the time of the survey compilation or, in some cases, based on disclosure provided to shareholders in proxy statements and other SEC filings regarding FY2010.

The report, developed and published with NASDAQ and NYSE Euronext, is designed as a benchmarking tool with more than 120 corporate governance data points analyzed by company size (measurable by revenue and asset value) and industrial sectors.

Available data include:

• Board/committee composition and leadership
• Director election practices
• Anti-takeover practices
• Director compensation practices
• Risk oversight practices
• CEO succession and succession planning practices
• Board-shareholder engagement practices
• Policies on director performance assessment
• Policy on director retirement