Summary
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:
https://www.congress.gov/bill/115th-congress/house-bill/4015/text
The GAO’s reports can be found at:
- GAO-07-765, Issues Relating to Firms That Advise Institutional Investors on Proxy Voting, June 2007, https://www.gao.gov/new.items/d07765.pdf
- GAO-17-47, Corporate Shareholder Meetings: Proxy Advisory Firms’ Role in Voting and Corporate Governance Practices, November 2016, https://www.gao.gov/assets/690/681050.pdf
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:
https://www.sec.gov/interps/legal/cfslb20.htm