Governance and ESG Focus
Governance - Responsive to Shareholder Feedback
Board &
Governance
Executive
Compensation
Risk
Management
Corporate Social
Responsibility
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Topics of Discussion
Board composition, self-assessment, and refreshment
process
Governance practices and oversight structures (proxy
access proactively adopted in Aug 2016)
Compensation program and practices, including ADP's shift
to using Net Income instead of EPS to measure LTIP goals
Performance metric selection and weighting, pay mix, and
peer group selection
Enterprise risk management structure and how the Board
oversees the risk assessment process
Sustainability efforts and the underlying economic rationale
for our ESG initiatives
ADP Actions Taken
Ongoing Board Refreshment: New Board members joined in April 2018, May 2019,
April 2020 and November 2020
Committee chair and membership rotations (November 2018, 2019 and 2020)
Reduced the % of the voting power of the company's outstanding shares required to
call of special meeting of shareholders from 33% to 25% (August 2020)
Amended Corporate Governance Principles to adopt more stringent overboarding
policy (April 2018)
Shareholder friendly Equity Plan (November 2018)
Compensation peer group refinements for FY'18
Approved freeze of corporate officer supplemental retirement plan as of July 1,
2019 (previously closed to new entrants in FY'14)
Ongoing enhanced risk management disclosures in proxy statement including in the
areas of cyber, privacy and HCM
Announced enhanced financial disclosures at 2018 Investor Day, which began FY'19
Issued second Corporate Social Responsibility report in November 2019
Copyright 2021 ADP, Inc.
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