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Message: Shareholder rights/proxies new laws in the works.

Shareholder rights/proxies new laws in the works.

posted on Mar 06, 2010 10:06PM

Here is a link to an article from the NY Times: http://www.nytimes.com/2010/03/06/your-money/stocks-and-bonds/06money.html?em

Highlights:

So much for shareholder democracy.

But the tide is beginning to turn, albeit slightly. In recent years, more companies have adopted a “majority rules” requirement, meaning a single vote can no longer elect the entire board, even if all other votes are withheld (though some companies retain the power to reinstate directors). And starting this year, brokers can no longer vote shares held in their customers’ accounts without permission.

On top of that, more voter resources are beginning to sprout on the Web that aim to educate smaller investors, demystify the issues on the ballot and make voting easier.

Investors would also stand to benefit from the so-called Shareholder Bill of Rights, legislation proposed by Senator Charles Schumer of New York and Senator Maria Cantwell of Washington, both Democrats, most of which was included in the original draft of Senator Christopher Dodd’s financial overhaul bill. But like many other consumer-friendly measures — including a freestanding consumer protection agency — it has faced sharp opposition from some Republicans and business groups and may not survive.

One provision that has particularly provoked opponents would make it easier for certain investors to nominate independent directors to corporate boards, or what is known as proxy access.

The Securities and Exchange Commission is also pushing the issue, and, after several years of debate, is expected to adopt rules this year. Those rules would require companies to include the shareholders’ nominees in their proxy materials, whereas now investors are forced to pay for their own campaigns.

(The proposed rules would allow only those who own at least 1 percent of shares at large companies to nominate directors, as long as those directors fill under 25 percent of the board seats.)

The Senate proposal would require that candidates for director receive at least half the vote in an uncontested election and require all directors to face re-election annually (unless shareholders approve otherwise). It would also give shareholders a so-called say on pay, which is a nonbinding vote on executive compensation practices.

More companies are beginning to do this voluntarily, and corporate governance experts say these votes can actually help curb excessive pay.

“The pressure is really on Chris Dodd as to whether the accountability provisions in the Shareholder Bill of Rights turn out in the final bill,” said Mr. Davis, of the corporate governance center at Yale.

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