This episode of The EC Minute looks at current standards with respect to overboard directors. Specifically, it reviews the total number of directorships that individuals who are (1) independent, non-employee directors, (2) Cheif Executive Officers (CEOs), and (3) Named Executive Officers other than the CEO, can hold before they are deemed overboarded by proxy advisors like ISS and Glass Lewis, as well as key institutional shareholders, such as The Vanguard Group, Black Rock, JPMorgan Chase, and Northern Trust.
This episode of The EC Minute looks at gender diversity on public company boards. Specifically, it looks at states that have mandated gender diversity, proxy advisors (ISS and Glass Lewis) that have issued policies on gender diversity, and the positions on gender diversity of institutional shareholders (BlackRock and Vanguard).
This episode of the EC Minute looks at the May 2018 letters to ISS and Glass Lewis written by Senators who are members of the U.S. Senate Banking, Housing, and Urban Affairs Committee. The episode also offers some of the background that explains why these letters were sent. Congress appears to be investigating whether proxy advisory firms should be registered with the SEC (if they are not already) and whether they should be required to provide more information concerning their proxy guidelines, require adequate staffing, permit companies to review and comment on proxy advisory firms’ reports, and whether they need to have rules addressing conflicts of interest for such firms.
Links to Materials Referenced
Link to Congress.gov website where the report and text of H.R. 4015, the Corporate Governance Reform and Transparency Act of 2017, December 7, 2017 can be found:
The SEC Staff Legal Bulletin No. 20, Proxy Voting: Proxy Voting Responsibilities of Investment Advisers and Availability of Exemptions from the Proxy Rules for Proxy Advisory Firms (June 30, 2014) can be found at: