Preventing the perils of proxy season

Say-on-pay, director oversight top priorities for shareholders in 2014

ISS President Gary Retelny

As the saying goes, “a camel is a horse designed by committee,” and when top-level execs with big personalities come to the table to discuss issues related to corporate governance practices, it’s easy to see why. As we approach this year’s proxy season, corporate governance concerns—from say-on-pay and directors’ competence to other less traditional topics—are heating up as shareholder influence in the boardroom continues to gain momentum.

As public companies in the U.S. face a plethora of complex corporate governance issues—and with annual shareholder meetings just around the corner—many are turning to proxy advisory firms for recommendations. Such firms have been granted significant influence by the Securities and Exchange Commission (SEC) in the shaping of corporate governance policies for public companies, but their grip on proxy votes has been questioned by a number of groups. In December, the SEC assembled a troupe of experts to examine the roles of the two biggest proxy advisory firms—Institutional Shareholder Services (ISS) and Glass Lewis & Co. LLC—and determine whether proxy advisers have grown so powerful in corporate elections that regulators need to impose rules to make their business more transparent.

Investor concerns

This year, the U.S. Chamber Center for Capital Markets Competitiveness anticipates continued proposals on CEO/chair separation, majority voting and proxy access.

Editor in Chief

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Erin E. Harrison

Erin E. Harrison is the Editor in Chief of InsideCounsel magazine. Harrison’s professional background includes extensive expertise in both print and online media, highlighted by...

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