GOLDMAN SACHS GROUP INC
For the period ended Apr 24, 2024. Filed Mar 15, 2024.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 24, 2024 · Filed Mar 15, 2024
Contents
Commitment of our Board
Commitment of our Directors—2023 Meetings
Our Board and its Committees met frequently in 2023.
| 2023 Meetings | ||
|---|---|---|
| Board | 29(a) | |
| Audit | 14 | 78 Total Board and Committee Meetings in 2023 |
| Compensation | 10 | |
| Governance | 7 | |
| Public Responsibilities | 5 | |
| Risk | 13 | |
| Executive Sessions of Independent Directors without Management(b) | 7 | |
| Additional Executive Sessions of Independent Directors without Management(c) | 8 | |
| (a) Includes meetings of the Board’s 1MDB Remediation Special Committee and other special Board committees formed from time to time. (b) Chaired by our Lead Director. (c) Led by our other independent Committee Chairs. | ||
Each of our current directors attended over 75% (the threshold for disclosure under SEC rules) of the meetings of our Board and the Committees on which they served as a regular member during 2023. Overall attendance at Board and Committee meetings during 2023 was approximately 96% for our directors as a group.
We encourage our directors to attend our annual meetings. All of our directors then in office attended the 2023 Annual Meeting.
| 24 | Goldman Sachs | Proxy Statement for the 2024 Annual Meeting of Shareholders |
COMMITMENT OF OUR BOARD
Commitment of our Directors—Beyond the Boardroom
Engagement beyond the boardroom provides our directors with additional insights into our businesses, risk management and industry, as well as valuable perspectives on the performance of our firm, our CEO and other members of senior management.
The commitment of our directors extends well beyond preparation for, and attendance at, regular and special meetings.
| Ongoing Collaboration Frequent interactions with each other, senior management and key employees around the globe on topics including strategy, performance, risk management, culture and talent development | Stakeholder Engagement Regular engagement with key stakeholders, including regulators and our shareholders. Participation in firm and industry conferences and other events on behalf of the Board | Regularly Informed Receive and review postings on significant developments and weekly informational packages that include updates on recent developments, press coverage and current events that relate to our business, our people and our industry | Service on Subsidiary Boards Provides connectivity and enhances oversight of our entities worldwide |
|---|
Our Lead Director and Committee Chairs provide additional independent leadership outside the boardroom.
| ∎ | For example, each Chair sets the agenda for their respective Committee meetings and reviews and provides feedback on the form and type of related materials, in each case taking into account whether their Committee is appropriately carrying out its core responsibilities and focusing on the key issues facing the firm, as may be applicable from time to time. To do so, each Chair engages with key members of management and subject matter experts in advance of each Committee meeting. |
| ∎ | In addition, our Lead Director also sets the Board agenda (working with our Chairman) and approves the form and type of related materials. Our Lead Director also approves the schedule for Board and Committee meetings, taking into account whether there is sufficient time for discussion of all agenda items at each meeting. |
In carrying out their leadership roles during 2023:
| Lead Director / Governance Chair* Adebayo Ogunlesi | Includes meetings with, as applicable: CEO, COO, CFO, Secretary to the Board, CLO and General Counsel, CRO, Director of Internal Audit and Other Key Internal Audit Employees, Controller and Chief Accounting Officer, Chief Compliance Officer, Global Head of HCM, Global Head of IR and Chief Strategy Officer, Global Head of Reward and People Analytics, Chief Information Security Officer, Chief Information Officer, Global Head of Corporate Engagement, Global Head of Corporate Communications, Shareholders, Regulators, Independent Compensation Consultants and/or Independent Auditors |
|---|---|
| Over 80 meetings | |
| Committee Chairs Audit – Peter Oppenheimer Compensation – Mark Winkelman or Kimberley Harris** Public Responsibilities – Ellen Kullman Risk – David Viniar* | |
| Over 175 meetings | |
| * | Mr. Ogunlesi is retiring at our 2024 Annual Meeting. Effective April 24, 2024, Mr. Viniar will be our Lead Director and the Chair of our Governance Committee and Mr. Montag will be the Chair of our Risk Committee. |
|---|
| ** | Changes to Compensation Committee Chair effective April 2023. |
|---|
| Proxy Statement for the 2024 Annual Meeting of Shareholders | Goldman Sachs | 25 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.