Egan-Jones 2016 Guideline Questionnaire (VER. 2015.11.05A)

Each year proxy advisory firms generally update their guidelines and polices. At Egan-Jones we do this in the December to January time frame. Prior to that update we each ask clients, potential clients, issuers, industry players, governance experts, academics and others questions about certain key elements we plan to review. While it's not possible to ask every question we would like we can still get a feel for the "state of the industry" and each of the groups above once we compile the results of the survey.

We will of course try and share any results with those who are interested.

Let us know what you think. Please email your response to kmcmanus@egan-jones.com by December 1^st, 2015. Select your response by either writing out the question answer or placing an “XXX” after your choice, like this example for choice “a”:

a) Yes XXX

b) No

c) Sometimes

Thank you for your participation in the Egan-Jones 2016 Guideline Questionnaire. Please feel free to forward this survey to anyone else you believe may wish to participate.

Your Name:

Your Title:

Your Organization:

Assets Under Management (Market Cap if issuer, NA otherwise):

Organization Type:

a) Fund

b) Institutional Investor

c) Consultant or Legal Firm

d) Media

e) Issuer

f) Other:

Your Email (one response per person please):

Does your organization currently vote proxies and if so what resources, both internal and external do you use? What proxy firms do you use?

High levels of executive compensation are a controversial issue, what percentage of "say-on-Pay" proposals do you believe should garner a negative vote?

a) 0%

b) 1%

c) 2%

d) 5%

e) 10%

f) 20%

g) 30%

h) 50%

i) 100%

Do you believe there is an absolute limit, above which CEO pay becomes problematic, no matter what the level of performance at a company?

g) No

h) Maybe

i) Yes, with an unknown number

j) Yes, above $1,000,000

k) Yes, above $5,000,000

l) Yes, above $10,000,000

m) Yes, above $25,000,000

n) Yes, above $100,000,000

Should CEO pay be tied to performance, and if so for what time period?

a) Don’t know

b) Maybe

c) No

d) Yes, time period varies

e) Yes, prior year

f) Yes, prior three years

g) Yes, prior five years

h) Yes, prior ten years

Should continuing compensation committee members garner an “AGAINST” vote when the company receives a poor rating on compensation?

a) Yes

b) No

c) Sometimes

Should board members be held accountable by “WITHHOLD” votes at other boards, when there is a major lapse of oversight, for example a bankruptcy or cases like the current diesel emissions cheating scandal?

a) Yes

b) No

c) Sometimes

Do you believe that having more than one choice for a director slot is a good idea?

a) Yes

b) No

c) Only at companies with a past history of significant board or governance issues

Should continuing directors garner a “WITHHOLD” vote when the board unilaterally adopts by-law or charter amendments that could adversely impact shareholders?

a) Yes

b) No

c) Sometimes

Do you believe it is necessary to have full access to the methodology of any compensation or governance model used by a proxy firm to determine a vote recommendation or governance rating?

a) Yes

b) No

c) Don’t know

Additional Comments: