How to Draft “Director Qualifications & Skills” Disclosure for the Proxy

As part of your proxy statement filed with the SEC, you will describe the qualifications and skills that led your board to conclude that each director and director nominee should serve as a director.

At the 7:20 mark, Brown-Forman’s Leah Huddleston and Mayer Brown’s Candace Jackson join us to discuss:

1. What’s the typical process to collect the information for this disclosure? Do you go beyond the D&O questionnaire?
2. How closely do you ensure each director reviews their own disclosure?
3. What other disclosure controls have you seen for this?
4. What is your philosophy on how this disclosure should be formatted?
5. Have you seen many companies disclose a board matrix? What’s your feelings about that?
6. How do you link specific qualifications to company-specific circumstances?
7. Do you try to work in “soft” skills & attributes? If you do that for one director, do you feel like you have to do that for others?
8. Going to the broader question that I alluded to a minute ago – do you assess disclosure parity for each director? Count the number of sentences or words?
9. What do you see companies doing regarding disclosure of gender, racial, ethnic and sexual orientation diversity?

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