1. Investor Relations
  2. Corporate Governance
Three people at a table outdoors having a meeting

Corporate Governance
Key Facts

Corporate Profile

  • Founded in 1869 and became a public company in 1999

  • Provides a wide range of financial services to a substantial and diversified client base that includes corporations, financial institutions, governments and high net worth individuals

  • Headquartered in New York with offices in all major financial centers around the world

  • 35,700 employees 1

  • Market cap of $91 billion 2

  • Single class share structure

  • Total commitments to charitable and small business initiatives in excess of $1 billion; including $320 million to our donor-advised fund, GS Gives, during 2010

Performance 3

In 2010, GS generated an unadjusted ROE of 11.5% 4, compared to a peer average of 8.4%3 and has consistently outperformed peers over time 



Compensation & Risk Management

  • No employment contract with any NEO that provides for severance or “golden parachute” payments

  • Robust clawback provisions and transfer restrictions

  • Glass Lewis applauded link between pay and performance for fiscal 2009 compensation 5

  • Culture of rigorous risk management supported by robust analysis

Board Highlights

  • 100% independent Board committees

  • Independent Presiding Director reviews and approves Board meeting agendas and materials and is available for direct communication with shareholders

  • Independent directors regularly meet in executive sessions

  • Board reviews leadership structure at least annually and has flexibility to change structure at any time

  • Directors paid in RSUs with requirement to hold throughout their tenure; no cash compensation

  • Average Board tenure for continuing directors of 7 years

  • 25% of shareholders can call a special meeting

  • No poison pill

  • Majority voting policy for election of directors

  • Director attendance averaged 98.5% in 2010 for Board and committee meetings. 

2010 Voting Highlights 6

  • Voluntary adoption of advisory vote on executive compensation in 2010; resolution received support of 96.4% of votes

  • Directors each re-elected to the Board with over 95% of shareholders’ support

  • Chairman and CEO Lloyd Blankfein re-elected with 98.7% of shareholders’ support

  • 80.9% of shareholders voted against a shareholder proposal to separate the roles of Chairman and CEO

  • 94.5% of shareholders voted against a shareholder proposal to report to shareholders on pay disparity 

 

1 Includes employees, consultants and temporary staff as of December 31, 2010

2 Per Bloomberg as of December 31, 2010

3 Peers include MS, BAC, C, JPM, DB, CS, BSC (Barclays), UBS

4 Adjusted ROE of 13.1% excluding the impact of the UK bank payroll tax, SEC
   settlement and impairment of Designated Market Maker rights

5 Glass Lewis’ “Pay Dirt 2010” publication

6 Results for each resolution are based on votes cast and are available on www.gs.com